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*
Ciarfella Mark R

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP - OPERATIONS
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024
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 03/04/2024 M 677 A $0 29,843.6981(1)(2) D
Class A Common Stock 03/04/2024 F 148.939(3) D $208.29 29,694.7591 D
Class A Common Stock 03/04/2024 M 4,060(4) A $0 33,754.7591 D
Class A Common Stock 03/04/2024 F 1,010.097(3) D $208.29 32,744.6621 D
Class A Common Stock 03/04/2024 M 610 A $0 33,354.6621 D
Class A Common Stock 03/04/2024 F 216.1(3) D $208.29 33,138.5621 D
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) $182.3 (5) 03/06/2026 Class A Common Stock 3,545 3,545 D
Restricted Stock Units (6) 03/04/2024 M 677 (7) (7) Class A Common Stock 677 $0 0 D
Performance Restricted Stock Units (8) 03/04/2024 M 2,030(4) (9) (9) Class A Common Stock 2,030 $0 0 D
Restricted Stock Units (6) 03/04/2024 M 610 (10) (10) Class A Common Stock 610 $0 611 D
Performance Restricted Stock Units (8) (11) (11) Class A Common Stock 1,831 1,831 D
Performance Restricted Stock Units (8) (12) (12) Class A Common Stock 1,831 1,831 D
Restricted Stock Units (6) (13) (13) Class A Common Stock 2,144 2,144 D
Performance Restricted Stock Units (8) (14) (14) Class A Common Stock 2,144 2,144 D
Performance Restricted Stock Units (8) (15) (15) Class A Common Stock 2,144 2,144 D
Explanation of Responses:
1. Includes 60.0403 shares acquired through a dividend reinvestment plan.
2. Includes an aggregate of 101.23 shares acquired on March 1, 2024 pursuant to the SBA Communications Corporation 2018 Employee Stock Purchase Plan.
3. Shares withheld for payment of tax liability.
4. As previously reported on a Form 4, the Reporting Person was awarded 2,030 performance restricted stock units (PSUs) on March 4, 2021 which were subject to increase or decrease based the results of the performance condition. On March 4, 2024, these PSUs vested at 200% of target based on the results of the performance condition, such that 4,060 shares of Class A Common Stock became issuable to the Reporting Person.
5. These stock 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. The restricted stock units vest in accordance with the following schedule: 676 vest on the first anniversary of the grant date and 677 vest on each of the second and third anniversaries of the grant date (March 4, 2021).
8. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
9. The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2024, 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.
10. These restricted stock units vest in accordance with the following schedule: 610 on the first and second anniversaries of the grant date and 611 on the third anniversary of the grant date (March 4, 2022).
11. The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2025, 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.
12. The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2025, 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.
13. These restricted stock units vest in accordance with the following schedule: 714 vest on the first anniversary of the grant date and 715 vest on the second and third anniversary of the grant date (March 6, 2023).
14. The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 6, 2026, 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.
15. The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 6, 2026, 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.
/s/ Joshua Koenig, Attorney-in-Fact 03/06/2024
** 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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