Form 4 SBA COMMUNICATIONS CORP For: May 24 Filed by: STOOPS JEFFREY

May 26, 2022 5:53 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
STOOPS JEFFREY

(Last) (First) (Middle)
C/O SBA COMMUNICATIONS CORPORATION
8051 CONGRESS AVENUE

(Street)
BOCA RATON FL 33487

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SBA COMMUNICATIONS CORP [ SBAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer & Pres
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock               344,021.26 D  
Class A Common Stock 05/24/2022   S   2,560 D $ 343.13 (1) 111,108 I By LLC (2)
Class A Common Stock 05/24/2022   S   18,038 D $ 343.9 (3) 93,070 I By LLC (2)
Class A Common Stock 05/24/2022   S   9,402 D $ 344.64 (4) 83,668 I By LLC (2)
Class A Common Stock               259,863 I By Limited Partnership (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 156.5               (6) 03/06/2025 Class A Common Stock 137,601   137,601 D  
Stock Options (Right to Buy) $ 182.3               (7) 03/06/2026 Class A Common Stock 149,446   149,446 D  
Restricted Stock Units (8)               (9)   (9) Class A Common Stock 3,488   3,488 D  
Restricted Stock Units (8)               (10)   (10) Class A Common Stock 3,256   3,256 D  
Performance Restricted Stock Units (11)               (12)   (12) Class A Common Stock 9,768   9,768 D  
Performance Restricted Stock Units (11)               (13)   (13) Class A Common Stock 9,768   9,768 D  
Restricted Stock Units (8)               (14)   (14) Class A Common Stock 6,746   6,746 D  
Performance Restricted Stock Units (11)               (15)   (15) Class A Common Stock 10,118   10,118 D  
Performance Restricted Stock Units (11)               (16)   (16) Class A Common Stock 10,118   10,118 D  
Restricted Stock Units (8)               (17)   (17) Class A Common Stock 8,894   8,894 D  
Performance Restricted Stock Units (11)               (18)   (18) Class A Common Stock 8,894   8,894 D  
Performance Restricted Stock Units (11)               (19)   (19) Class A Common Stock 8,894   8,894 D  
Explanation of Responses:
1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $342.38 to $343.35 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
2. These shares are owned by Calculated Risk SBA Holdings, LLC, a Delaware limited liability company ("CRLLC"). The Reporting Person and his spouse control the manager of CRLLC. The Reporting Person disclaims beneficial ownership of the stock owned by CRLLC except to the extent of his pecuniary interest therein.
3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $343.39 to $344.38 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
4. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $344.39 to $344.91 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
5. These shares are owned by Calculated Risk Partners, L.P., a Delaware limited partnership ("CRLP"). The Reporting Person and his spouse control the general partner of CRLP. The Reporting Person disclaims beneficial ownership of the stock owned by CRLP except to the extent of his pecuniary interest therein.
6. These options are immediately exercisable.
7. These options vest in accordance with the following schedule: 37,498 vest on each of the first and third anniversaries of the grant date and 37,499 vest on each of the second and fourth anniversaries of the grant date (March 6, 2019).
8. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
9. These restricted stock units vest in accordance with the following schedule: 3,487 vest on each of the first and third anniversaries of the grant date and 3,488 vest on each of the second and fourth anniversaries of the grant date (March 6, 2019).
10. These restricted stock units vest in accordance with the following schedule: 3,256 vest on each of the first through third anniversaries of the grant date (February 25, 2020).
11. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
12. These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on February 25, 2023, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.
13. These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on February 25, 2023, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.
14. These restricted stock units vest in accordance with the following schedule: 3,372 vest on the first anniversary of the grant date and 3,373 vest on each of the second and third anniversaries of the grant date (March 4, 2021).
15. These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2024, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.
16. These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2024, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.
17. These restricted stock units vest in accordance with the following schedule: 2,964 vest on the first anniversary of the grant date and 2,965 vest on each of the second and third anniversaries of the grant date (March 4, 2022).
18. These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2025, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.
19. These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2025, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.
/s/ Thomas P. Hunt, Attorney-in-Fact 05/26/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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