Sec Form 4 Filing - STOOPS JEFFREY @ SBA COMMUNICATIONS CORP - 2012-11-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STOOPS JEFFREY 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer & Pres (Last) (First) (Middle) C/O SBA COMMUNICATIONS CORPORATION, 5900 BROKEN SOUND PARKWAY, NW 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2012 (Street) BOCA RATON, FL33487 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/26/2012 G( 1 ) V 1,000 D $ 0 295,972 D Class A Common Stock 11/26/2012 S 64,000 D $ 67.72 ( 2 ) 231,972 D Class A Common Stock 11/26/2012 S 6,000 D $ 68.26 ( 3 ) 225,972 D Class A Common Stock 11/27/2012 M 37,265 A $ 19.1 263,237 D Class A Common Stock 11/27/2012 M 50,000 A $ 28.54 313,237 D Class A Common Stock 4,500 I By Trust ( 4 ) Class A Common Stock 4,500 I By Trust ( 4 ) Class A Common Stock 4,500 I By Trust ( 4 ) Class A Common Stock 3,350 I By Trust ( 4 ) Class A Common Stock 11/26/2012 S 50,000 D $ 67.19 ( 5 ) 519,863 I By Limited Partnership ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 19.1 11/27/2012 M 37,265 ( 7 ) 01/19/2016 Class A Common Stock 37,265 $ 0 0 D Stock Options (Right to Buy) $ 28.54 11/27/2012 M 50,000 ( 7 ) 02/26/2014 Class A Common Stock 50,000 $ 0 88,997 D Stock Options (Right to Buy) $ 32.39 ( 7 ) 02/28/2015 Class A Common Stock 146,913 146,913 D Stock Options (Right to Buy) $ 19.68 ( 8 ) 03/05/2016 Class A Common Stock 194,604 194,604 D Stock Options (Right to Buy) $ 35.71 ( 9 ) 03/04/2017 Class A Common Stock 84,598 84,598 D Restricted Stock Units ( 10 ) ( 11 ) ( 11 ) Class A Common Stock 9,654 9,654 D Stock Options (Right to Buy) $ 42.15 ( 12 ) 03/04/2018 Class A Common Stock 97,483 97,483 D Restricted Stock Units ( 10 ) ( 13 ) ( 13 ) Class A Common Stock 16,827 16,827 D Stock Options (Right to Buy) $ 47.52 ( 14 ) 03/06/2019 Class A Common Stock 106,450 106,450 D Restricted Stock Units ( 10 ) ( 15 ) ( 15 ) Class A Common Stock 23,541 23,541 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STOOPS JEFFREY C/O SBA COMMUNICATIONS CORPORATION 5900 BROKEN SOUND PARKWAY, NW BOCA RATON, FL33487 X Chief Executive Officer & Pres Signatures /s/ Joshua M. Koenig, Attorney-in-Fact 11/28/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person gifted these shares to a 501(c)(3) institution in an exempt transaction pursuant to Rule 16b-5 of the Securities Exchange Act of 1934, as amended. ( 2 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $67.14 to $68.13 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. ( 3 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $68.14 to $68.39 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. ( 4 )Each of the four different trusts is for the benefit of one of the reporting person's four children. ( 5 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $67.03 to $67.38 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. ( 6 )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. ( 7 )These options are immediately exercisable. ( 8 )These options vest in accordance with the following schedule: 48,651 vest on each of the first through the third anniversaries of the grant date and 48,652 vest on the fourth anniversary of the grant date (March 5, 2009). ( 9 )These options vest in accordance with the following schedule: 21,149 vest on each of the first and the third anniversary of the grant date and 21,150 vest on each of the second and the fourth anniversary of the grant date (March 4, 2010). ( 10 )Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. ( 11 )These restricted stock units vest in accordance with the following schedule: 4,827 vest on each of the first through the fourth anniversaries of the grant date (March 4, 2010). ( 12 )These options vest in accordance with the following schedule: 24,370 vest on the first anniversary of the grant date and 24,371 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011). ( 13 )These restricted stock units vest in accordance with the following schedule: 5,608 vest on the first anniversary of the grant date and 5,609 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011). ( 14 )These options vest in accordance with the following schedule: 26,612 vest on each of the first and the third anniversary of the grant date and 26,613 vest on each of the second and the fourth anniversary of the grant date (March 6, 2012). ( 15 )These restricted stock units vest in accordance with the following schedule: 5,885 vest on each of the first through third anniversaries of the grant date and 5,886 vest on the fourth anniversary of the grant date (March 6, 2012).

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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