| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SBA COMMUNICATIONS CORP [ SBAC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/18/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 03/18/2015 | M | 6,667 | A | $14.8 | 15,559 | D | |||
| Class A Common Stock | 03/18/2015 | M | 9,514 | A | $34.49 | 25,113 | D | |||
| Class A Common Stock | 03/18/2015 | F | 7,084(1) | D | $118.85 | 18,029 | D | |||
| Class A Common Stock | 165,142 | I | See footnote | |||||||
| 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) | $14.8 | 03/18/2015 | M | 6,667 | (2) | 07/22/2015 | Class A Common Stock | 6,667 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $26.36 | (2) | 05/05/2016 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (Right to Buy) | $34.49 | 03/18/2015 | M | 9,514 | (2) | 05/06/2015 | Class A Common Stock | 9,514 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $24.38 | (2) | 05/07/2016 | Class A Common Stock | 9,374 | 9,374 | D | ||||||||
| Stock Options (Right to Buy) | $32.81 | (2) | 05/06/2017 | Class A Common Stock | 2,042 | 2,042 | D | ||||||||
| Stock Options (Right to Buy) | $37.76 | (2) | 05/04/2018 | Class A Common Stock | 2,015 | 2,015 | D | ||||||||
| Stock Options (Right to Buy) | $50.35 | (3) | 05/17/2019 | Class A Common Stock | 1,643 | 1,643 | D | ||||||||
| Restricted Stock Units | (4) | (5) | (5) | Class A Common Stock | 483 | 483 | D | ||||||||
| Stock Options (Right to Buy) | $79.67 | (6) | 05/09/2020 | Class A Common Stock | 1,999 | 1,999 | D | ||||||||
| Restricted Stock Units | (4) | (7) | (7) | Class A Common Stock | 693 | 693 | D | ||||||||
| Stock Options (Right to Buy) | $96.8 | (8) | 05/08/2021 | Class A Common Stock | 2,202 | 2,202 | D | ||||||||
| Restricted Stock Units | (4) | (9) | (9) | Class A Common Stock | 909 | 909 | D | ||||||||
| Explanation of Responses: |
| 1. Shares withheld for payment of tax liability and option exercise price. |
| 2. These options are immediately exercisable. |
| 3. These options vest in accordance with the following schedule: 548 vest on the earlier of May 17, 2013 or the day immediately prior to the 2013 annual meeting of shareholders; 547 vest on the earlier of May 17, 2014 or the day immediately prior to the 2014 annual meeting of shareholders; and 548 vest on the earlier of May 17, 2015 or the day immediately prior to the 2015 annual meeting of shareholders. |
| 4. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| 5. These restricted stock units vest in accordance with the following schedule: 483 vest on the earlier of May 17, 2013 or the day immediately prior to the 2013 annual meeting of shareholders; 483 vest on the earlier of May 17, 2014 or the day immediately prior to the 2014 annual meeting of shareholders; and 483 vest on the earlier of May 17, 2015 or the day immediately prior to the 2015 annual meeting of shareholders. |
| 6. These options vest in accordance with the following schedule: 667 vest on the earlier of May 9, 2014 or the day immediately prior to the 2014 annual meeting of shareholders; 666 vest on the earlier of May 9, 2015 or the day immediately prior to the 2015 annual meeting of shareholders; and 666 vest on the earlier of May 9, 2016 or the day immediately prior to the 2016 annual meeting of shareholders. |
| 7. These restricted stock units vest in accordance with the following schedule: 347 vest on the earlier of May 9, 2014 or the day immediately prior to the 2014 annual meeting of shareholders; 346 vest on the earlier of May 9, 2015 or the day immediately prior to the 2015 annual meeting of shareholders; and 347 vest on the earlier of May 9, 2016 or the day immediately prior to the 2016 annual meeting of shareholders. |
| 8. These options vest in accordance with the following schedule: 734 vest on the earlier of May 8, 2015 or the day immediately prior to the 2015 annual meeting of shareholders; 734 vest on the earlier of May 8, 2016 or the day immediately prior to the 2016 annual meeting of shareholders; and 734 vest on the earlier of May 8, 2017 or the day immediately prior to the 2017 annual meeting of shareholders. |
| 9. These restricted stock units vest in accordance with the following schedule: 303 vest on the earlier of May 8, 2015 or the day immediately prior to the 2015 annual meeting of shareholders; 303 vest on the earlier of May 8, 2016 or the day immediately prior to the 2016 annual meeting of shareholders; and 303 vest on the earlier of May 8, 2017 or the day immediately prior to the 2017 annual meeting of shareholders. |
| Remarks: |
| /s/ Joshua M. Koenig, Attorney-in-Fact | 03/20/2015 | |
| ** 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. | ||
