SBA Communications Corporation

12/23/2024 | Press release | Distributed by Public on 12/23/2024 18:30

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ciarfella Mark R
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 - OPERATIONS
(Last) (First) (Middle)
C/O SBA COMMUNICATIONS CORPORATION, 8051 CONGRESS AVENUE 		3. Date of Earliest Transaction (Month/Day/Year)
12/19/2024
(Street)
BOCA RATON, FL 33487 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/19/2024 M(1) 179 A $ 0 33,767.3821 D
Class A Common Stock 12/19/2024 F(1) 179 D $221.58 33,588.3821 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
Restricted Stock Units (2) (3) (3) Class A Common Stock 611 611 D
Performance Restricted Stock Units (4) (5) (5) Class A Common Stock 1,831 1,831 D
Performance Restricted Stock Units (4) (6) (6) Class A Common Stock 1,831 1,831 D
Restricted Stock Units (2) (7) (7) Class A Common Stock 1,430 1,430 D
Performance Restricted Stock Units (4) (8) (8) Class A Common Stock 2,144 2,144 D
Performance Restricted Stock Units (4) (9) (9) Class A Common Stock 2,144 2,144 D
Restricted Stock units (2) 12/19/2024 M(1) 179 (10) (10) Class A Common Stock 179 $ 0 4,593 D
Performance Restricted Stock Units (4) (11) (11) Class A Common Stock 4,771 4,771 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ciarfella Mark R
C/O SBA COMMUNICATIONS CORPORATION
8051 CONGRESS AVENUE
BOCA RATON, FL 33487 		EVP - OPERATIONS

Signatures

/s/ Joshua Koenig, Attorney-in-Fact 12/23/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transaction involved the early vesting of Restricted Stock Units and subsequent withholding of 179 shares of Class A Common Stock issuable upon such vesting to pay tax obligations associated with the Reporting Person being retirement eligible under the Issuer's equity program.
(2) Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
(3) These restricted stock units vest in accordance with the following schedule: 610 on the first and second anniversaries of the grant date and 611 on the third anniversary of the grant date (March 4, 2022).
(4) Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
(5) The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% 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 or decrease based on the results of the performance condition.
(6) The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% 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 or decrease based on the results of the performance condition.
(7) These restricted stock units vest in accordance with the following schedule: 714 vest on the first anniversary of the grant date and 715 vest on the second and third anniversary of the grant date (March 6, 2023).
(8) The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% 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 or decrease based on the results of the performance condition.
(9) The performance restricted stock units have a three-year performance period and to the extent earned will vest 100% 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 or decrease based on the results of the performance condition.
(10) These restricted stock units vest in accordance with the following schedule: 1,591 vest on the first and second anniversaries and 1,590 vest on the third anniversary of the grant date (March 6, 2024).
(11) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.