| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SBA COMMUNICATIONS CORP [ SBAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 4,998.04 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $156.5 | (1) | 03/06/2025 | Class A Common Stock | 3,821 | 3,821 | D | ||||||||
| Stock Options (Right to Buy) | $182.3 | (1) | 03/06/2026 | Class A Common Stock | 5,739 | 5,739 | D | ||||||||
| Restricted Stock Units | (2) | (3) | (3) | Class A Common Stock | 233 | 233 | D | ||||||||
| Performance Restricted Stock Units | (4) | (5) | (5) | Class A Common Stock | 698 | 698 | D | ||||||||
| Performance Restricted Stock Units | (4) | (6) | (6) | Class A Common Stock | 698 | 698 | D | ||||||||
| Restricted Stock Units | (2) | (7) | (7) | Class A Common Stock | 540 | 540 | D | ||||||||
| Performance Restricted Stock Units | (4) | (8) | (8) | Class A Common Stock | 809 | 809 | D | ||||||||
| Performance Restricted Stock Units | (4) | (9) | (9) | Class A Common Stock | 809 | 809 | D | ||||||||
| Restricted Stock Units | (2) | (10) | (10) | Class A Common Stock | 1,665 | 1,665 | D | ||||||||
| Performance Restricted Stock Units | (4) | (11) | (11) | Class A Common Stock | 1,665 | 1,665 | D | ||||||||
| Restricted Stock Units | (2) | 08/01/2024 | A | 1,370 | (12) | (12) | Class A Common Stock | 1,370 | $0 | 1,370 | D | ||||
| Explanation of Responses: |
| 1. These stock options are fully vested and exercisable. |
| 2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| 3. These restricted stock units vest in accordance with the following schedule: 232 vested on the first anniversary of the grant date and 233 vested on the second anniversary and 233 vests on the third anniversary of the grant date (March 4, 2022). |
| 4. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| 5. These performance restricted stock units have a three-year performance period and to the extent earned will vest 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 (up to 200%) or decrease based on the results of the performance conditions. |
| 6. These performance restricted stock units have a three-year performance period and to the extent earned will vest 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 (up to 200%) or decrease based on the results of the performance conditions. |
| 7. These restricted stock units vest in accordance with the following schedule: 269 vested on the first anniversary of the grant date and 270 vest on the second and third anniversaries of the grant date (March 6, 2023). |
| 8. These performance restricted stock units have a three-year performance period and to the extent earned will vest 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 (up to 200%) or decrease based on the results of the performance conditions. |
| 9. These performance restricted stock units have a three-year performance period and to the extent earned will vest 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 (up to 200%) or decrease based on the results of the performance conditions. |
| 10. These restricted stock units vest in accordance with the following schedule: 555 vest on the first through third anniversaries of the grant date (March 6, 2024). |
| 11. These performance restricted stock units will be earned based upon the Issuer's performance on each of three different financial metrics during the three-year performance period. Once earned, the performance restricted stock units will vest on March 6, 2027. 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 decrease or increase (up to 200%) based on the results of the performance conditions. |
| 12. These restricted stock units vest in accordance with the following schedule: 456 vest on the first anniversary of the grant date and 457 vest on the second and third anniversaries of the grant date (August 1, 2024). |
| /s/ Joshua Koenig, Attorney-in-Fact | 08/07/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||