SEC Form 4
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
5900 BROKEN SOUND PARKWAY, NW

(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)
07/11/2014
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 07/11/2014 M 50,000 A $32.39 363,471 D
Class A Common Stock 07/11/2014 F 27,552(1) D $104.14 335,919 D
Class A Common Stock 5,175 I By Trust(2)
Class A Common Stock 5,175 I By Trust(2)
Class A Common Stock 5,175 I By Trust(2)
Class A Common Stock 3,950 I By Trust(2)
Class A Common Stock 569,863 I By Limited Partnership(3)
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) $32.39 07/11/2014 M 50,000 (4) 02/28/2015 Class A Common Stock 50,000 $0 46,913 D
Stock Options (Right to Buy) $35.71 (4) 03/04/2017 Class A Common Stock 81,798 81,798 D
Stock Options (Right to Buy) $42.15 (5) 03/04/2018 Class A Common Stock 97,483 97,483 D
Restricted Stock Units (6) (7) (7) Class A Common Stock 5,609 5,609 D
Stock Options (Right to Buy) $47.52 (8) 03/06/2019 Class A Common Stock 106,450 106,450 D
Restricted Stock Units (6) (9) (9) Class A Common Stock 11,771 11,771 D
Stock Options (Right to Buy) $72.99 (10) 03/06/2020 Class A Common Stock 145,228 145,228 D
Restricted Stock Units (6) (11) (11) Class A Common Stock 14,263 14,263 D
Stock Options (Right to Buy) $95.53 (12) 03/06/2021 Class A Common Stock 175,529 175,529 D
Restricted Stock Units (6) (13) (13) Class A Common Stock 17,807 17,807 D
Explanation of Responses:
1. Shares withheld for payment of tax liability and option exercise price.
2. Each of the four different trusts is for the benefit of one of the Reporting Person's four children.
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. These options are immediately exercisable.
5. These options vest in accordance with the following schedule: 24,370 vest on the first anniversary of the grant date and 24,371 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011).
6. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
7. These restricted stock units vest in accordance with the following schedule: 5,608 vest on the first anniversary of the grant date and 5,609 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011).
8. These options vest in accordance with the following schedule: 26,612 vest on each of the first and third anniversaries of the grant date and 26,613 vest on each of the second and fourth anniversaries (March 6, 2012).
9. These restricted stock units vest in accordance with the following schedule: 5,885 vest on each of the first through third anniversaries of the grant date and 5,886 vest on the fourth anniversary of the grant date (March 6, 2012).
10. These options vest in accordance with the following schedule: 36,307 vest on each of the first through fourth anniversaries of the grant date (March 6, 2013).
11. These restricted stock units vest in accordance with the following schedule: 4,754 vest on each of the first through third anniversaries of the grant date and 4,755 vest on the fourth anniversary of the grant date (March 6, 2013).
12. These options vest in accordance with the following schedule: 43,882 vest on each of the first through third anniversaries of the grant date and 43,883 vest on the fourth anniversary of the grant date (March 6, 2014).
13. These restricted stock units vest in accordance with the following schedule: 4,451 vest on the first anniversary of the grant date and 4,452 on each of the second through fourth anniversaries of the grant date (March 6, 2014).
/s/ Joshua M. Koenig, Attorney-in-Fact 07/11/2014
** 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.
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