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

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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			CHAIRMAN

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)
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	03/04/2024		M		3,373	A	$0	143,548.657⁽¹⁾	D
Class A Common Stock	03/04/2024		F		1,248.009⁽²⁾	D	$208.29	142,300.648	D
Class A Common Stock	03/04/2024		M		20,236⁽³⁾	A	$0	162,536.648	D
Class A Common Stock	03/04/2024		F		7,241.467⁽²⁾	D	$208.29	155,295.181	D
Class A Common Stock	03/04/2024		M		2,965	A	$0	158,260.181	D
Class A Common Stock	03/04/2024		F		1,097.049⁽²⁾	D	$208.29	157,163.132	D
Class A Common Stock								259,863	I	By Limited Partnership⁽⁴⁾

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	137,601		137,601	D
Stock Options (Right to Buy)	$182.3							⁽⁵⁾	03/06/2026	Class A Common Stock	149,446		149,446	D
Restricted Stock Units	⁽⁶⁾	03/04/2024		M			3,373	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,373	$0	0	D
Performance Restricted Stock Units	⁽⁸⁾	03/04/2024		M			10,118⁽³⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	10,118	$0	0	D
Restricted Stock Units	⁽⁶⁾	03/04/2024		M			2,965	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	2,965	$0	2,965	D
Performance Restricted Stock Units	⁽⁸⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	8,894		8,894	D
Performance Restricted Stock Units	⁽⁸⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	8,894		8,894	D
Restricted Stock Units	⁽⁶⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	10,404		10,404	D
Performance Restricted Stock Units	⁽⁸⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	10,404		10,404	D
Performance Restricted Stock Units	⁽⁸⁾							⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	10,404		10,404	D

Explanation of Responses:

1. Includes an aggregate of 101.23 shares acquired on March 1, 2024 pursuant to the SBA Communications Corporation 2018 Employee Stock Purchase Plan.

2. Shares withheld for payment of tax liability.

3. As previously reported on a Form 4, the Reporting Person was awarded 10,118 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 20,236 shares of Class A Common Stock became issuable to the Reporting Person.

4. 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.

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. These restricted stock units vest in accordance with the following schedule: 3,372 vested on the first anniversary of the grant date and 3,373 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. 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 period.

10. These restricted stock units vest in accordance with the following schedule: 2,964 vested on the first anniversary of the grant date and 2,965 vest on each of the second and third anniversaries of the grant date (March 4, 2022).

11. 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 period.

12. 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 period.

13. These restricted stock units vest in accordance with the following schedule: 3,468 vest on the first through third anniversaries of the grant date (March 6, 2023).

14. These 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 period.

15. These 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 period.

	/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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