Bernstein Steven E 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)
03/01/2018

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	03/01/2018		M		2,015	A	$37.76	30,241	D
Class A Common Stock								165,142	I	See Footnote(1)

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)	$37.76	03/01/2018		M			2,015	(2)	05/04/2018	Class A Common Stock	2,015	$0.00	0	D
Stock Options (Right to Buy)	$50.35							(2)	05/17/2019	Class A Common Stock	1,643		1,643	D
Stock Options (Right to Buy)	$79.67							(2)	05/09/2020	Class A Common Stock	1,999		1,999	D
Stock Options (Right to Buy)	$96.8							(2)	05/08/2021	Class A Common Stock	2,202		2,202	D
Stock Options (Right to Buy)	$113.55							(3)	05/21/2022	Class A Common Stock	1,899		1,899	D
Restricted Stock Units	(4)							(5)	(5)	Class A Common Stock	249		249	D
Stock Options (Right to Buy)	$100							(6)	05/13/2023	Class A Common Stock	2,308		2,308	D
Restricted Stock Units	(4)							(7)	(7)	Class A Common Stock	605		605	D
Stock Options (Right to Buy)	$132							(8)	05/18/2024	Class A Common Stock	1,977		1,977	D
Restricted Stock Units	(4)							(9)	(9)	Class A Common Stock	807		807	D

Explanation of Responses:

1. 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.

2. These options are exercisable immediately.

3. These options vest in accordance with the following schedule: 633 vest on the earlier of May 21, 2016 or the day immediately prior to the 2016 annual meeting of shareholders; 633 vest on the earlier of May 21, 2017 or the day immediately prior to the 2017 annual meeting of shareholders; and 633 vest on the earlier of May 21, 2018 or the day immediately prior to the 2018 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: 249 vest on the earlier of May 21, 2016 or the day immediately prior to the 2016 annual meeting of shareholders; 249 vest on the earlier of May 21, 2017 or the day immediately prior to the 2017 annual meeting of shareholders; and 249 vest on the earlier of May 21, 2018 or the day immediately prior to the 2018 annual meeting of shareholders.

6. These options vest in accordance with the following schedule: 769 vest on the earlier of May 13, 2017 or the day immediately prior to the 2017 annual meeting of shareholders; 769 vest on the earlier of May 13, 2018 or the day immediately prior to the 2018 annual meeting of shareholders; and 770 vest on the earlier of May 13, 2019 or the day immediately prior to the 2019 annual meeting of shareholders.

7. These restricted stock units vest in accordance with the following schedule: 302 vest on the earlier of May 13, 2017 or the day immediately prior to the 2017 annual meeting of shareholders; 302 vest on the earlier of May 13, 2018 or the day immediately prior to the 2018 annual meeting of shareholders; and 303 vest on the earlier of May 13, 2019 or the day immediately prior to the 2019 annual meeting of shareholders.

8. These options vest in accordance with the following schedule: 659 vest on May 1, 2018; 659 vest on May 1, 2019; and 659 vest on May 1, 2020.

9. These restricted stock units vest in accordance with the following schedule: 269 vest on May 1, 2018; 269 vest on May 1, 2019; and 269 vest on May 1, 2020.

Remarks:

	/s/ Thomas P. Hunt, Attorney-in-Fact	03/05/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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