Sec Form 4 Filing - Lazarus Brian D @ SBA COMMUNICATIONS CORP - 2024-03-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Lazarus Brian D
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)
SVP & CHIEF ACCOUNTING OFFICER
(Last) (First) (Middle)
C/O SBA COMMUNICATIONS CORPORATION, 8051 CONGRESS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/06/2024
(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 03/06/2024 M 572 A $ 0 21,475.407 ( 1 ) D
Class A Common Stock 03/06/2024 F 225.081 ( 2 ) D $ 216.5 21,250.326 D
Class A Common Stock 9,366.464 I By GRAT ( 3 )
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) $ 182.3 ( 4 ) 03/06/2026 Class A Common Stock 23,512 23,512 D
Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Class A Common Stock 488 488 D
Performance Restricted Stock Units ( 7 ) ( 8 ) ( 8 ) Class A Common Stock 1,463 1,463 D
Performance Restricted Stock Units ( 7 ) ( 9 ) ( 9 ) Class A Common Stock 1,463 1,463 D
Restricted Stock Units ( 5 ) 03/06/2024 M 572 ( 10 ) ( 10 ) Class A Common Stock 572 $ 0 1,145 D
Performance Restricted Stock Units ( 7 ) ( 11 ) ( 11 ) Class A Common Stock 1,717 1,717 D
Performance Restricted Stock Units ( 7 ) ( 12 ) ( 12 ) Class A Common Stock 1,717 1,717 D
Restricted Stock Units ( 5 ) 03/06/2024 A 3,385 ( 13 ) ( 13 ) Class A Common Stock 3,385 $ 0 3,385 D
Performance Restricted Stock Units ( 7 ) 03/06/2024 A 3,385 ( 14 ) ( 14 ) Class A Common Stock 3,385 $ 0 3,385 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lazarus Brian D
C/O SBA COMMUNICATIONS CORPORATION
8051 CONGRESS AVENUE
BOCA RATON, FL33487
SVP & CHIEF ACCOUNTING OFFICER
Signatures
/s/ Joshua Koenig, Attorney-in-Fact 03/08/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares previously held indirectly by the Reporting Person's GRAT (defined below) which were transferred to the Reporting Person's direct holdings.
( 2 )Shares withheld for the payment of tax liability.
( 3 )These shares are held by the Reporting Person's grantor retained annuity trust ("GRAT"), of which the Reporting Person is the trustee and annuita nt.
( 4 )These options are immediately exercisable.
( 5 )Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
( 6 )These restricted stock units vest in accordance with the following schedule: 487 vest on the first anniversary of the grant date and 488 vest on each of the second and third anniversaries of the grant date (March 4, 2022).
( 7 )Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
( 8 )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.
( 9 )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.
( 10 )These restricted stock units vest in accordance with the following schedule: 572 vest on the first and second anniversaries of the grant date and 573 vest on the third anniversary of the grant date (March 6, 2023).
( 11 )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.
( 12 )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.
( 13 )These restricted stock units vest in accordance with the following schedule: 1,128 vest on the first and second anniversaries and 1,129 vest on the third anniversary of the grant date (March 6, 2024).
( 14 )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.

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.