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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SBA COMMUNICATIONS CORP [ SBAC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/01/2020 | M | 68,258 | A | $96.58 | 116,124 | D | |||
| Class A Common Stock | 06/01/2020 | S | 4,897 | D | $316.05(1) | 111,227 | D | |||
| Class A Common Stock | 06/01/2020 | S | 25,935 | D | $317.09(2) | 85,292 | D | |||
| Class A Common Stock | 06/01/2020 | S | 5,013 | D | $317.81(3) | 80,279 | D | |||
| Class A Common Stock | 06/01/2020 | S | 16,724 | D | $319.03(4) | 63,555 | D | |||
| Class A Common Stock | 06/01/2020 | S | 14,254 | D | $319.85(5) | 49,301 | D | |||
| Class A Common Stock | 06/01/2020 | S | 400 | D | $320.62(6) | 48,901 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $96.58 | 06/01/2020 | M | 68,258 | (7) | 03/04/2023 | Class A Common Stock | 68,258 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $115.17 | (8) | 03/06/2024 | Class A Common | 60,163 | 60,163 | D | ||||||||
| Restricted Stock Units | (9) | (10) | (10) | Class A Common Stock | 1,544 | 1,544 | D | ||||||||
| Stock Options (Right to Buy) | $156.5 | (11) | 03/06/2025 | Class A Common Stock | 50,212 | 50,212 | D | ||||||||
| Restricted Stock Units | (9) | (12) | (12) | Class A Common Stock | 2,617 | 2,617 | D | ||||||||
| Stock Options (Right to Buy) | $182.3 | (13) | 03/06/2026 | Class A Common Stock | 55,741 | 55,741 | D | ||||||||
| Restricted Stock Units | (9) | (14) | (14) | Class A Common Stock | 3,888 | 3,888 | D | ||||||||
| Restricted Stock Units | (9) | (15) | (15) | Class A Common Stock | 3,663 | 3,663 | D | ||||||||
| Performance Restricted Stock Units | (16) | (17) | (17) | Class A Common Stock | 3,663 | 3,663 | D | ||||||||
| Performance Restricted Stock Units | (16) | (18) | (18) | Class A Common Stock | 3,663 | 3,663 | D | ||||||||
| Explanation of Responses: |
| 1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $315.56 to $316.55 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. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $316.57 to $317.56 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 transaction ranged from $317.57 to $318.51 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. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $318.57 to $319.48 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. |
| 5. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $319.51 to $320.48 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. |
| 6. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $320.61 to $320.64 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. |
| 7. These options are immediately exercisable. |
| 8. These options vest in accordance with the following schedule: 15,040 vest on the first anniversary of the grant date and 15,041 vest on each of the second through fourth anniversaries of the grant date (March 6, 2017). |
| 9. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| 10. These restricted stock units vest in accordance with the following schedule: 1,543 vest on the first anniversary of the grant date and 1,544 vest on each of the second through fourth anniversaries of the grant date (March 6, 2017). |
| 11. These options vest in accordance with the following schedule: 12,553 vest on each of the first through fourth anniversaries of the grant date (March 6, 2018). |
| 12. These restricted stock units vest in accordance with the following schedule: 1,308 vest on each of the first and the third anniversaries of the grant date, and 1,309 vest on each of the second and the fourth anniversaries of the grant date (March 6, 2018). |
| 13. These options vest in accordance with the following schedule: 13,935 vest on each of the first through third anniversaries of the grant date and 13,936 vest on the fourth anniversary of the grant date (March 6, 2019). |
| 14. These restricted stock units vest in accordance with the following schedule: 1,296 vest on each of the first through fourth anniversaries of the grant date (March 6, 2019). |
| 15. These restricted stock units vest in accordance with the following schedule: 1,221 vest on each of the first through third anniversaries of the grant date (February 25, 2020). |
| 16. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| 17. 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. |
| 18. 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 | 06/03/2020 | |
| ** 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). | ||
| 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. | ||