SEC FORM 4

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^*

Cavanagh Brendan Thomas

(Last)

(First)

(Middle)

C/O SBA COMMUNICATIONS CORPORATION

5900 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON

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)
	Senior Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/16/2013		M		40,000	A	$32.39	46,628⁽¹⁾	D
Class A Common Stock	09/16/2013		M		61,628	A	$19.68	108,256	D
Class A Common Stock	09/16/2013		S		101,628	D	$77.04⁽²⁾	6,628	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$32.39	09/16/2013		M			40,000	⁽³⁾	02/28/2015	Class A Common Stock	40,000	$0	0	D
Stock Options (Right to Buy)	$19.68	09/16/2013		M			61,628	⁽³⁾	03/05/2016	Class A Common Stock	61,628	$0	0	D
Stock Options (Right to Buy)	$35.71							⁽⁴⁾	03/04/2017	Class A Common Stock	28,409		28,409	D
Restricted Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,621		1,621	D
Stock Options (Right to Buy)	$42.15							⁽⁷⁾	03/04/2018	Class A Common Stock	29,593		29,593	D
Restricted Stock Units	⁽⁵⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	3,405		3,405	D
Stock Options (Right to Buy)	$47.52							⁽⁹⁾	03/06/2019	Class A Common Stock	31,103		31,103	D
Restricted Stock Units	⁽⁵⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	5,159		5,159	D
Stock Options (Right to Buy)	$72.99							⁽¹¹⁾	03/06/2020	Class A Common Stock	47,199		47,199	D
Restricted Stock Units	⁽⁵⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	6,180		6,180	D

Explanation of Responses:

1. Includes 330 shares acquired on May 31, 2013 pursuant to the SBA Communications Corporation 2008 Employee Stock Purchase Plan.

2. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $76.79 to $77.16 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. These options are immediately exercisable.

4. These options vest in accordance with the following schedule: 7,102 vest on each of the first through the third anniversaries of the grant date and 7,103 vest on the fourth anniversary of the grant date (March 4, 2010).

5. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

6. These restricted stock units vest in accordance with the following schedule: 1,621 vest on each of the first through fourth anniversaries of the grant date (March 4, 2010).

7. These options vest in accordance with the following schedule: 7,398 vest on each of the first through third anniversaries of the grant date and 7,399 vest on the fourth anniversary of the grant date (March 4, 2011).

8. These restricted stock units vest in accordance with the following schedule: 1,702 vest on each of the first and third anniversary of the grant date and 1,703 vest on each of the second and fourth anniversary of the grant date (March 4, 2011).

9. These options vest in accordance with the following schedule: 7,775 vest on the first anniversary of the grant date and 7,776 vest on each of the second through fourth anniversaries of the grant date (March 6, 2012).

10. These restricted stock units vest in accordance with the following schedule: 1,719 vest on each of the first and third anniversary of the grant date and 1,720 vest on each of the second and fourth anniversary of the grant date (March 6, 2012).

11. These options vest in accordance with the following schedule: 11,799 vest on the first anniversary of the grant date and 11,800 vest on each of the second through fourth anniversaries of the grant date (March 6, 2013).

12. These restricted stock units vest in accordance with the following schedule: 1,545 vest on each of the first through fourth anniversaries of the grant date (March 6, 2013).

	/s/ Joshua M. Koenig, Attorney-in-Fact	09/18/2013
	** 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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