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^*

Lazarus Brian D

(Last)

(First)

(Middle)

C/O SBA COMMUNICATIONS CORPORATION

8051 CONGRESS AVENUE

(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)
	SVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2023

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	02/25/2023		M		519⁽¹⁾	A	$0.00	23,383.178	D
Class A Common Stock	02/25/2023		M		3,110⁽²⁾	A	$0.00	26,493.178	D
Class A Common Stock	02/25/2023		M		1,438.375⁽³⁾	A	$0.00	27,931.553	D
Class A Common Stock	02/25/2023		F		2,012.168⁽⁴⁾	D	$257.82	25,919.385	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)	$156.5							⁽⁵⁾	03/06/2025	Class A Common Stock	20,605		20,605	D
Stock Options (Right to Buy)	$182.3							⁽⁶⁾	03/06/2026	Class A Common Stock	23,512		23,512	D
Restricted Stock Units	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	547		547	D
Restricted Stock Units	⁽⁷⁾	02/25/2023		M			519	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	519	⁽¹⁾	0	D
Performance Restricted Stock Units	⁽¹⁰⁾	02/25/2023		M			1,555	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	1,555	⁽²⁾	0	D
Performance Restricted Stock Units	⁽¹⁰⁾	02/25/2023		M			1,555	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	1,555	⁽³⁾	0	D
Restricted Stock Units	⁽⁷⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	1,083		1,083	D
Performance Restricted Stock Units	⁽¹⁰⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	1,624		1,624	D
Performance Restricted Stock Units	⁽¹⁰⁾							⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	1,624		1,624	D
Restricted Stock Units	⁽⁷⁾							⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	1,463		1,463	D
Performance Restricted Stock Units	⁽¹⁰⁾							⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	1,463		1,463	D
Performance Restricted Stock Units	⁽¹⁰⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	1,463		1,463	D

Explanation of Responses:

1. On February 25, 2023, 519 of the Reporting Person's restricted stock units were settled for an equal number of shares of Class A Common Stock.

2. Represents shares issued in connection with the vesting of performance restricted share units. The Compensation Committee of the Issuer's Board of Directors determined achievement of the applicable AFFO performance metric at 200%.

3. Represents shares issued in connection with the vesting of performance restricted share units. The Compensation Committee of the Issuer's Board of Directors determined achievement of the applicable TSR performance metric at 92.5%. The remaining performance restricted stock units were forfeited.

4. Shares withheld for payment of tax liability.

5. These options are immediately exercisable.

6. These options vest in accordance with the following schedule: 5,878 vest on each of the first through fourth anniversaries of the grant date (March 6, 2019).

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

8. These restricted stock units vest in accordance with the following schedule: 546 vest on each of the first and third anniversaries of the grant date and 547 vest on each of the second and fourth anniversaries of the grant date (March 6, 2019).

9. These restricted stock units vest in accordance with the following schedule: 518 vest on the first and second anniversaries of the grant date and 519 vest on the third anniversary of the grant date (February 25, 2020).

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

11. 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.

12. 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.

13. These restricted stock units vest in accordance with the following schedule: 541 vest on each of the first and second anniversaries of the grant date and 542 vest on the third anniversary of the grant date (March 4, 2021).

14. These 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.

15. These 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.

16. These restricted stock units vest in accordance with the following schedule: 487 vest on the first anniversary of the grant date and 488 vest on each of the second and third anniversaries of the grant date (March 4, 2022).

17. These 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.

18. These 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.

Remarks:

	/s/ Joshua Koenig, Attorney-in-Fact	02/28/2023
	** 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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