SBA Communications (SBAC) Form 4 SBA COMMUNICATIONS / Mark R Ciarfella ownership change

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^*

Ciarfella Mark R

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - Operations

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2020

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	05/27/2020		M		3,379	A	$156.5	21,932.0951	D
Class A Common Stock	05/27/2020		S(1)		3,379	D	$300.05(2)	18,553.0951	D
Class A Common Stock	05/28/2020		M		3,380	A	$156.5	21,933.0951	D
Class A Common Stock	05/28/2020		S(1)		3,380	D	$308.47(3)	18,553.0951	D

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)	$115.17							(4)	03/06/2024	Class A Common Stock	8,377		8,377	D
Restricted Stock Units	(5)							(6)	(6)	Class A Common Stock	860		860	D
Stock Options (Right to Buy)	$156.5	05/27/2020		M			3,379	(7)	03/06/2025	Class A Common Stock	3,379	$0.00	16,899	D
Stock Options (Right to Buy)	$156.5	05/28/2020		M			3,380	(7)	03/06/2025	Class A Common Stock	3,380	$0.00	13,519	D
Restricted Stock Units	(5)							(8)	(8)	Class A Common Stock	1,409		1,409	D
Stock Options (Right to Buy)	$182.3							(9)	03/06/2026	Class A Common Stock	29,796		29,796	D
Restricted Stock Units	(5)							(10)	(10)	Class A Common Stock	2,079		2,079	D
Restricted Stock Units	(5)							(11)	(11)	Class A Common Stock	1,960		1,960	D
Performance Restricted Stock Units	(12)							(13)	(13)	Class A Common Stock	1,960		1,960	D
Performance Restricted Stock Units	(12)							(14)	(14)	Class A Common Stock	1,960		1,960	D

Explanation of Responses:

1. The sale occurred pursuant to an existing Rule 10b5-1 plan adopted by the Reporting Person.

2. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $300.00 to $300.93 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.

3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $308.37 to $308.64 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. These options vest in accordance with the following schedule: 8,377 vest on each of the first through fourth anniversaries of the grant date (March 6, 2017).

5. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

6. These restricted stock units vest in accordance with the following schedule: 859 vest on the first anniversary of the grant date and 860 vest on each of the second through fourth anniversaries of the grant date (March 6, 2017).

7. These options vest in accordance with the following schedule: 6,759 vest on each of the first through third anniversaries of the grant date and 6,760 vest on the fourth anniversary of the grant date (March 6, 2018).

8. These restricted stock units vest in accordance with the following schedule: 704 vest on each of the first and the third anniversaries of the grant date and 705 vest on each of the second and the fourth anniversaries of the grant date (March 6, 2018).

9. These options vest in accordance with the following schedule: 7,449 vest on each of the first through fourth anniversaries of the grant date (March 6, 2019).

10. These restricted stock units vest in accordance with the following schedule: 692 vest on first anniversary of the grant date and 693 vest on each of the second through fourth anniversaries of the grant date (March 6, 2019).

11. These restricted stock units vest in accordance with the following schedule: 653 vest on the first and second anniversaries of the grant date and 654 vest on the third anniversary of the grant date (February 25, 2020).

12. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

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 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-Fact	05/29/2020
	** 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).
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