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Jeffrey Stoops

Filed: 17 Mar 20, 5:59pm
SEC Form 4
FORM 4UNITED 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 RATONFL33487

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer & Pres
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock03/13/2020S37,684D$280.04(1)268,611D
Class A Common Stock151,515IBy LLC(2)
Class A Common Stock259,863IBy Limited Partnership(3)
Class A Common Stock5,675IBy Trust(4)
Class A Common Stock5,425IBy Trust(4)
Class A Common Stock5,175IBy Trust(4)
Class A Common Stock3,950IBy Trust(4)
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$96.58(5)03/04/2023Class A Common Stock201,614201,614D
Stock Options (Right to Buy)$115.17(6)03/06/2024Class A Common Stock173,635173,635D
Restricted Stock Units(7)(8)(8)Class A Common Stock4,4564,456D
Stock Options (Right to Buy)$156.5(9)03/06/2025Class A Common Stock137,601137,601D
Restricted Stock Units(7)(10)(10)Class A Common Stock7,1727,172D
Stock Options (Right to Buy)$182.3(11)03/06/2026Class A Common Stock149,994149,994D
Restricted Stock Units(7)(12)(12)Class A Common Stock10,46310,463D
Restricted Stock Units(7)(13)(13)Class A Common Stock9,7689,768D
Performance Restricted Stock Units(14)(15)(15)Class A Common Stock9,7689,768D
Performance Restricted Stock Units(14)(16)(16)Class A Common Stock9,7689,768D
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 $280.00 to $280.66 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. 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.
4. Each of the four different trusts is for the benefit of one of the Reporting Person's four children.
5. These options are immediately exercisable.
6. These options vest in accordance with the following schedule: 43,408 vest on the first anniversary of the grant date and 43,409 vest on each of the second through fourth anniversaries of the grant date (March 6, 2017).
7. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
8. These restricted stock units vest in accordance with the following schedule: 4,455 vest on the first anniversary of the grant date and 4,456 vest on each of the second through fourth anniversaries of the grant date (March 6, 2017).
9. These options vest in accordance with the following schedule: 34,400 vest on each of the first through third anniversaries of the grant date and 34,401 vest on the fourth anniversary of the grant date (March 6, 2018).
10. These restricted stock units vest in accordance with the following schedule: 3,585 vest on the first anniversary of the grant date and 3,586 vest on each of the second through fourth anniversaries of the grant date (March 6, 2018).
11. 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).
12. 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).
13. 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).
14. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
15. 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.
16. 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.
Remarks:
/s/ Thomas P. Hunt, Attorney-in-Fact03/17/2020
** Signature of Reporting PersonDate
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).
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