SBA Communications (SBAC) Form 4 SBA COMMUNICATIONS / STEVEN E BERNSTEIN 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^*

BERNSTEIN STEVEN E

(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
	Officer (give title below)	X	Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2023

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	12/06/2023		S		7,300	D	$253.8875(1)	2,902.9452(2)	D
Class A Common Stock	12/05/2023		S		45,983	D	$250.0988(3)	56,407	I	See Footnote(4)
Class A Common Stock	12/05/2023		S		93	D	$250.59	56,314	I	See Footnote(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 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)	$132							(5)	05/18/2024	Class A Common Stock	1,977		1,977	D
Stock Options (Right to Buy)	$157.51							(5)	05/17/2025	Class A Common Stock	1,411		1,411	D
Stock Options (Right to Buy)	$212.31							(5)	05/16/2026	Class A Common Stock	1,501		1,501	D
Restricted Stock Units	(6)							(7)	(7)	Class A Common Stock	207		207	D
Restricted Stock Units	(6)							(8)	(8)	Class A Common Stock	350		350	D
Restricted Stock Units	(6)							(9)	(9)	Class A Common Stock	743		743	D

Explanation of Responses:

1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $253.39 to $254.25 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. Includes .002 shares acquired through a dividend reinvestment plan.

3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $249.55 to $250.52 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 shares are held by Bernstein Limited Partnership II, an entity controlled, in part, by the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

5. These options are fully vested and exercisable.

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: 206 vested on May 1, 2022; 206 vested on May 1, 2023; and 207 vest on May 1, 2024.

8. These restricted stock units vest in accordance with the following schedule: 175 vested on May 1, 2023; 175 vest on May 1, 2024; and 175 vest on May 1, 2025.

9. These restricted stock units vest in accordance with the following schedule: 247 vest on May 1, 2024; 248 vest on May 1, 2025; and 248 vest on May 1, 2026.

Remarks:

	/s/ Joshua Koenig, Attorney-in-Fact	12/07/2023
	** 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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