Form 4 - Statement of changes in beneficial ownership of securities

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).

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^*

DAY DONALD

(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)
	EVP - SITE LEASING

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2024

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	12/20/2024		M		2,321	A	$156.5	7,319.04	D
Class A Common Stock	12/20/2024		S		2,321	D	$203.4252⁽¹⁾	4,998.04	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	12/20/2024		M			2,321	⁽²⁾	03/06/2025	Class A Common Stock	2,321	$0	0	D
Stock Options (Right to Buy)	$182.3							⁽²⁾	03/06/2026	Class A Common Stock	5,739		5,739	D
Restricted Stock Units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	233		233	D
Performance Restricted Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	698		698	D
Performance Restricted Stock Units	⁽⁵⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	698		698	D
Restricted Stock Units	⁽³⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	540		540	D
Performance Restricted Stock Units	⁽⁵⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	809		809	D
Performance Restricted Stock Units	⁽⁵⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	809		809	D
Restricted Stock Units	⁽³⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	1,665		1,665	D
Performance Restricted Stock Units	⁽⁵⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	1,665		1,665	D
Restricted Stock Units	⁽³⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	1,370		1,370	D

Explanation of Responses:

1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranges from $203.147 to $203.50 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or the security holder of the issuer full information regarding the number of shares sold at each separate price.

2. These stock options are fully vested and exercisable.

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

4. 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).

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

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 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.

8. 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).

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 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.

11. 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).

12. 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.

13. 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	12/23/2024
	** 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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