Schedule 13G Amendment No. 6

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TS4MKgp/GMmy2NX0/59fo2CVfuuag/v7hi5L5sXKUsqTsH0D2/AKoNnYczqKHD9s bMr6C0CAYcxmqlT6KIw8Kg== 0001193125-06-031480.txt : 20060214 0001193125-06-031480.hdr.sgml : 20060214 20060214161941 ACCESSION NUMBER: 0001193125-06-031480 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERNSTEIN STEVEN E CENTRAL INDEX KEY: 0001089833 IRS NUMBER: 522068784 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 5619957670 MAIL ADDRESS: STREET 1: C/O SBA COMMUNICATIONS CORP STREET 2: ONE TOWN CENTER ROAD - THIRD FLOOR CITY: BOCO RATON STATE: FL ZIP: 83486 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SBA COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001034054 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 650716501 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56449 FILM NUMBER: 06615471 BUSINESS ADDRESS: STREET 1: ONE TOWN CENTER RD STREET 2: THIRD FLOOR CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 5619957670 MAIL ADDRESS: STREET 1: ONE TOWN CENTER RD STREET 2: THIRD FLOOR CITY: BOCA RATON STATE: FL ZIP: 33486 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 6 Schedule 13G Amendment No. 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE

13d-2(b)

(Amendment No. 6 )

SBA Communications Corporation

(Name of Issuer)

Class A Common Stock, $0.01 Par Value

(Title of Class of Securities)

78388J106

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 78388J106		13G		Page 2 of 5 Pages


1		NAME OF REPORTING PERSON/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) Steven E. Bernstein
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5 SOLE VOTING POWER

3,162,933(1)

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

3,162,933(1)

8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,162,933(1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.68%
12	TYPE OF REPORTING PERSON IN

(1)	100,000 of these shares are unexercised stock options that expired in January 2006.


CUSIP No. 78388J106		13G		Page 3 of 5 Pages

Item 1

(a).

Name of Issuer:

SBA Communications Corporation

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

5900 Broken Sound Parkway NW

Boca Raton, FL 33487

Item 2

(a).

Name of Person Filing:

Steven E. Bernstein (“Bernstein”)

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The principal business office of the Reporting Person is:

5900 Broken Sound Parkway NW

Boca Raton, FL 33487

Item 2

(c).

Citizenship:

United States

Item 2

(d).

Title of Class of Securities:

Class A Common Stock, par value $.01 per share.

Item 2

(e).

CUSIP Number:

78388J106

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J)


CUSIP No. 78388J106		13G		Page 4 of 5 Pages



Item 4.	Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		Bernstein: 3,162,933(1) Bernstein beneficially owns 291,403 shares directly, 2,771,530 shares indirectly through Bernstein Partnership II (Bernstein is the sole shareholder of the General Partner) and 100,000 shares indirectly through another entity.

	(b)	Percent of class:

		Bernstein: 3.68%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote

			Bernstein: 3,162,933(1)

		(ii)	Shared power to vote or to direct the vote

			Bernstein: 0

		(iii)	Sole power to dispose or to direct the disposition of

			Bernstein: 3,162,933(1)

		(iv)	Shared power to dispose or to direct the disposition of

			Bernstein: 0

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	N/A

Item 8.	Identification and Classification of Members of the Group.

	N/A

Item 9.	Notice of Dissolution of Group.

	N/A

Item 10.	Certification.

	N/A

(1)	100,000 of these shares are unexercised stock options that expired in January 2006.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2006

(Date)

/s/ Steven E. Bernstein

Steven E. Bernstein

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