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^*

STOOPS JEFFREY

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer & Pres

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2014

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	07/11/2014		M		50,000	A	$32.39	363,471	D
Class A Common Stock	07/11/2014		F		27,552⁽¹⁾	D	$104.14	335,919	D
Class A Common Stock								5,175	I	By Trust⁽²⁾
Class A Common Stock								5,175	I	By Trust⁽²⁾
Class A Common Stock								5,175	I	By Trust⁽²⁾
Class A Common Stock								3,950	I	By Trust⁽²⁾
Class A Common Stock								569,863	I	By Limited Partnership⁽³⁾

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	07/11/2014		M			50,000	⁽⁴⁾	02/28/2015	Class A Common Stock	50,000	$0	46,913	D
Stock Options (Right to Buy)	$35.71							⁽⁴⁾	03/04/2017	Class A Common Stock	81,798		81,798	D
Stock Options (Right to Buy)	$42.15							⁽⁵⁾	03/04/2018	Class A Common Stock	97,483		97,483	D
Restricted Stock Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	5,609		5,609	D
Stock Options (Right to Buy)	$47.52							⁽⁸⁾	03/06/2019	Class A Common Stock	106,450		106,450	D
Restricted Stock Units	⁽⁶⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	11,771		11,771	D
Stock Options (Right to Buy)	$72.99							⁽¹⁰⁾	03/06/2020	Class A Common Stock	145,228		145,228	D
Restricted Stock Units	⁽⁶⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	14,263		14,263	D
Stock Options (Right to Buy)	$95.53							⁽¹²⁾	03/06/2021	Class A Common Stock	175,529		175,529	D
Restricted Stock Units	⁽⁶⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	17,807		17,807	D

Explanation of Responses:

1. Shares withheld for payment of tax liability and option exercise price.

2. Each of the four different trusts is for the benefit of one of the Reporting Person's four children.

3. These shares are owned by Calculated Risk Partners, L.P., a Delaware limited partnership ("CRLP"). The Reporting Person and his spouse control the general partner of CRLP. The Reporting Person disclaims beneficial ownership of the stock owned by CRLP except to the extent of his pecuniary interest therein.

4. These options are immediately exercisable.

5. These options vest in accordance with the following schedule: 24,370 vest on the first anniversary of the grant date and 24,371 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011).

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

7. These restricted stock units vest in accordance with the following schedule: 5,608 vest on the first anniversary of the grant date and 5,609 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011).

8. These options vest in accordance with the following schedule: 26,612 vest on each of the first and third anniversaries of the grant date and 26,613 vest on each of the second and fourth anniversaries (March 6, 2012).

9. These restricted stock units vest in accordance with the following schedule: 5,885 vest on each of the first through third anniversaries of the grant date and 5,886 vest on the fourth anniversary of the grant date (March 6, 2012).

10. These options vest in accordance with the following schedule: 36,307 vest on each of the first through fourth anniversaries of the grant date (March 6, 2013).

11. These restricted stock units vest in accordance with the following schedule: 4,754 vest on each of the first through third anniversaries of the grant date and 4,755 vest on the fourth anniversary of the grant date (March 6, 2013).

12. These options vest in accordance with the following schedule: 43,882 vest on each of the first through third anniversaries of the grant date and 43,883 vest on the fourth anniversary of the grant date (March 6, 2014).

13. These restricted stock units vest in accordance with the following schedule: 4,451 vest on the first anniversary of the grant date and 4,452 on each of the second through fourth anniversaries of the grant date (March 6, 2014).

	/s/ Joshua M. Koenig, Attorney-in-Fact	07/11/2014
	** 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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