Statement of Changes in Beneficial Ownership (4)
March 29 2022 - 6:07PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Cavanagh Brendan Thomas |
2. Issuer Name and Ticker or Trading Symbol
SBA COMMUNICATIONS CORP
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SBAC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President & CFO |
(Last)
(First)
(Middle)
C/O SBA COMMUNICATIONS CORPORATION, 8051 CONGRESS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/10/2019 |
(Street)
BOCA RATON, FL 33487
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/11/2020 | | P(1) | | 3 | A | $294.04 | 31762.813 (2) | D | |
Class A Common Stock | 11/17/2021 | | P(1) | | 4 | A | $350.37 | 31766.813 (2) | D | |
Class A Common Stock | 10/10/2019 | | P(1) | | 3 | A | $242.08 | 19052 (2) | I | By LLC (3) |
Class A Common Stock | 11/11/2019 | | P(1) | | 3 | A | $229.98 | 19055 (2) | I | By LLC (3) |
Class A Common Stock | 3/2/2021 | | S(1) | | 3 | D | $247.47 | 19052 (2) | I | By LLC (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $156.50 | | | | | | | (4) | 3/6/2025 | Class A Common Stock | 50212 | | 50212 | D | |
Stock Options (Right to Buy) | $182.30 | | | | | | | (5) | 3/6/2026 | Class A Common Stock | 55741 | | 55741 | D | |
Restricted Stock Units | (6) | | | | | | | (7) | (7) | Class A Common Stock | 1296 | | 1296 | D | |
Restricted Stock Units | (6) | | | | | | | (8) | (8) | Class A Common Stock | 1221 | | 1221 | D | |
Performance Restricted Stock Units | (9) | | | | | | | (10) | (10) | Class A Common Stock | 3663 | | 3663 | D | |
Performance Restricted Stock Units | (9) | | | | | | | (11) | (11) | Class A Common Stock | 3663 | | 3663 | D | |
Restricted Stock Units | (6) | | | | | | | (12) | (12) | Class A Common Stock | 2582 | | 2582 | D | |
Performance Restricted Stock Units | (9) | | | | | | | (13) | (13) | Class A Common Stock | 3872 | | 3872 | D | |
Performance Restricted Stock Units | (9) | | | | | | | (14) | (14) | Class A Common Stock | 3872 | | 3872 | D | |
Restricted Stock Units | (6) | | | | | | | (15) | (15) | Class A Common Stock | 3465 | | 3465 | D | |
Performance Restricted Stock Units | (9) | | | | | | | (16) | (16) | Class A Common Stock | 3465 | | 3465 | D | |
Performance Restricted Stock Units | (9) | | | | | | | (17) | (17) | Class A Common Stock | 3465 | | 3465 | D | |
Explanation of Responses: |
(1) | The transactions reported herein were made in accounts managed by a financial advisor to the Reporting Person, which advisor had full investment control. Due to an oversight on the part of the advisor, the advisor made the transactions reported herein without the Reporting Person's knowledge. The transactions resulted in short-swing profits of $345.26, which the Reporting Person has disgorged to the Issuer in accordance with Section 16(b) of the Securities Exchange Act of 1934. |
(2) | The Reporting Person's Form 4s filed after the date of the transactions reported herein do not reflect the net 10 additional shares of Class A common stock that the Reporting Person acquired as a result of those transactions. |
(3) | These shares are owned by Cavanagh Investments, LLC. The Reporting Person is the manager of Cavanagh Investments, LLC and a trust for the benefit of the Reporting Person's spouse owns all of the equity interests in Cavanagh Investments, LLC. The Reporting Person disclaims beneficial ownership of the shares owned by Cavanagh Investments, LLC, 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: 13,935 vest on each of the first through third anniversaries of the grant date and 13,936 vest on the fourth anniversary of the grant date (March 6, 2019). |
(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: 1,296 vest on each of the first through fourth anniversaries of the grant date (March 6, 2019). |
(8) | These restricted stock units vest in accordance with the following schedule: 1,221 vest on each of the first through third anniversaries of the grant date (February 25, 2020). |
(9) | Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
(10) | 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. |
(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 restricted stock units vest in accordance with the following schedule: 1,290 vest on the first anniversary of the grant date and 1,291 vests on each of the second and third anniversaries of the grant date (March 4, 2021). |
(13) | 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. |
(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 restricted stock units vest in accordance with the following schedule: 1,155 vest on the first through third anniversaries of the grant date (March 4, 2022). |
(16) | 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. |
(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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cavanagh Brendan Thomas C/O SBA COMMUNICATIONS CORPORATION 8051 CONGRESS AVENUE BOCA RATON, FL 33487 |
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| Executive Vice President & CFO |
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Signatures
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/s/ Thomas P. Hunt, Attorney-in-Fact | | 3/29/2022 |
**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 control number. |
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