Sec Form 4 Filing - STOOPS JEFFREY @ SBA COMMUNICATIONS CORP - 2021-02-25

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, 8051 CONGRESS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2021 (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 02/25/2021 M 3,256 A 235,643 ( 2 ) D Class A Common Stock 02/25/2021 F 717 ( 3 ) D $ 250.51 234,926 D Class A Common Stock 02/26/2021 M 548 A $ 182.3 235,474 D Class A Common Stock 2,700 I By Trust ( 4 ) Class A Common Stock 113,668 I By LLC ( 5 ) Class A Common Stock 259,863 I By Limited Partnership ( 6 ) Class A Common Stock 5,675 I By Trust ( 7 ) Class A Common Stock 5,425 I By Trust ( 7 ) Class A Common Stock 5,175 I By Trust ( 7 ) Class A Common Stock 3,950 I By Trust ( 7 )

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) $ 96.58 ( 8 ) 03/04/2023 Class A Common Stock 201,614 201,614 D Stock Options (Right to Buy) $ 115.17 ( 9 ) 03/06/2024 Class A Common Stock 173,635 173,635 D Restricted Stock Units ( 10 ) ( 11 ) ( 11 ) Class A Common Stock 4,456 4,456 D Stock Options (Right to Buy) $ 156.5 ( 12 ) 03/06/2025 Class A Common Stock 137,601 137,601 D Restricted Stock Units ( 10 ) ( 13 ) ( 13 ) Class A Common Stock 7,172 7,172 D Stock Options (Right to Buy) $ 182.3 02/26/2021 M 548 ( 14 ) 03/06/2026 Class A Common Stock 548 $ 182.3 149,446 D Restricted Stock Units ( 10 ) ( 15 ) ( 15 ) Class A Common Stock 10,463 10,463 D Restricted Stock Units ( 10 ) 02/25/2021 M 3,256 ( 16 ) ( 16 ) Class A Common Stock 3,256 ( 1 ) 6,512 D Performance Restricted Stock Units ( 17 ) ( 18 ) ( 18 ) Class A Common Stock 9,768 9,768 D Performance Restricted Stock Units ( 17 ) ( 19 ) ( 19 ) Class A Common Stock 9,768 9,768 D

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 03/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 25, 2021, 3,256 of the Reporting Person's restricted stock units were settled for an equal number of shares of Class A Common Stock. ( 2 )Includes 87 shares acquired on February 28, 2021 pursuant to the SBA Communications Corporation 2018 Employee Stock Purchase Plan. ( 3 )Shares withheld for payment of tax liability. ( 4 )These shares are held by an irrevocable family trust for the benefit of the Reporting Person's current and future descendants. The Reporting Person retains investment control over the Issuer securities held by such trust. ( 5 )These shares are owned by Calculated Risk 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 )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 )Each of the four different trusts is for the benefit of one of the Reporting Person's four children. ( 8 )These options are immediately exercisable. ( 9 )These options vest in accordance with the following schedule: 43,408 vest on the first anniversary of the grant date and 43,409 vest on each of the second through fourth anniversaries of the grant date (March 6, 2017). ( 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: 4,455 vest on the first anniversary of the grant date and 4,456 vest on each of the second through fourth anniversaries of the grant date (March 6, 2017). ( 12 )These options vest in accordance with the following schedule: 34,400 vest on each of the first through third anniversaries of the grant date and 34,401 vest on the fourth anniversary of the grant date (March 6, 2018). ( 13 )These restricted stock units vest in accordance with the following schedule: 3,585 vest on the first anniversary of the grant date and 3,586 vest on each of the second through fourth anniversaries of the grant date (March 6, 2018). ( 14 )These options vest in accordance with the following schedule: 37,498 vest on each of the first and third anniversaries of the grant date and 37,499 vest on each of the second and fourth anniversaries of the grant date (March 6, 2019). ( 15 )These restricted stock units vest in accordance with the following schedule: 3,487 vest on each of the first and third anniversaries of the grant date and 3,488 vest on each of the second and fourth anniversaries of the grant date (March 6, 2019). ( 16 )These restricted stock units vest in accordance with the following schedule: 3,256 vest on each of the first through third anniversaries of the grant date (February 25, 2020). ( 17 )Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock. ( 18 )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. ( 19 )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.

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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