Sec Form 5 Filing - STOOPS JEFFREY @ SBA COMMUNICATIONS CORP - 2019-12-31

FORM 5 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, 8051 CONGRESS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (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 09/04/2019 G( 1 ) V 1,975 D $ 0 252,902 ( 2 ) D Class A Common Stock 11/18/2019 G V 1,515 D $ 0 251,387 D Class A Common Stock 12/18/2019 G( 3 ) V 26,721 D $ 0 224,666 D Class A Common Stock 11/18/2019 G V 1,515 A $ 0 151,515 ( 4 ) I By LLC ( 5 ) Class A Common Stock 259,863 ( 6 ) I By Limited Partnership ( 7 ) Class A Common Stock 5,675 I By Trust ( 8 ) Class A Common Stock 5,425 I By Trust ( 8 ) Class A Common Stock 5,175 I By Trust ( 8 ) Class A Common Stock 3,950 I By Trust ( 8 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STOOPS JEFFREY C/O SBA COMMUNICATIONS CORPORATION 8051 CONGRESS AVENUE BOCA RATON, FL33487 X Chief Executive Officer & Pres Signatures /s/ Thomas P. Hunt, Attorney-in-Fact 01/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person gifted these shares to a non-profit organization in an exempt transaction pursuant to Rule 16b-5 under the Exchange Act. ( 2 )This amount includes 28,506 net shares that the Reporting Person received in connection with the exercise of stock options previously reported on a Form 4 dated January 16, 2020. ( 3 )The Reporting Person gifted these shares to a non-profit foundation of which the Reporting Person serves as the President and one of the two directors in an exempt transaction pursuant to Rule 16b-5 under the Exchange Act. ( 4 )These shares were previously held by Calculated Risk Partners, LP and were transferred to Calculated Risk SBA Holdings, LLC. The transfer of shares was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act. ( 5 )These shares are owned by Calculated Risk SBA Holdings, LLC, a Delaware limited liability company ("CRLLC"). The Reporting Person and his spouse control the manager of CRLLC. The Reporting Person disclaims beneficial ownership of the stock owned by CRLLC except to the extent of his pecuniary interest therein. ( 6 )Reflects the transfer of 150,000 shares from Calculated Risk Partners, LP to Calculated Risk SBA Holdings, LLC. The transfer of shares was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act. ( 7 )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. ( 8 )Each of the four different trusts is for the benefit of one of the Reporting Person's four children.

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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