EX-4.1



 Exhibit 4.1 

DESCRIPTION OF CAPITAL STOCK 
 The
following summarizes the material terms of the common stock and undesignated preferred stock of SBA Communications Corporation as set forth in our amended and restated articles of incorporation, which we refer to as our articles of incorporation,
and our amended and restated bylaws, which we refer to as our bylaws. While we believe that the following description covers the material terms of our capital stock, the description may not contain all of the information that is important to you and
is subject to and qualified in its entirety by reference to applicable Florida law and to the articles of incorporation and bylaws. 
 Authorized
Capital 
 Our authorized capital stock consists of 400,000,000 shares of Class A common stock, par value $0.01 per share and 30,000,000 shares of
preferred stock, par value $0.01 per share. Our board of directors may designate series of preferred stock, remove any series of preferred stock, establish or modify the number of shares to be included in each such series, and fix the designation,
powers, preferences, rights, restrictions and limitations of the shares of each such series of preferred stock without any further vote or action by our shareholders. Any issuance of preferred stock could be used to discourage, delay or make more
difficult a change in control. 
 Pursuant to our articles of incorporation and by-laws, our board of directors is
classified into three classes of directors, denoted as Class I, Class II and Class III. 
 Class A Common Stock 

Voting Rights 
 Each share of Class A common stock is
entitled to one vote. Unless otherwise required by Florida law, once a quorum is present, a majority of the votes cast is required to approve action on a matter other than the election of directors. Once a quorum is present, directors are elected by
a majority of the votes cast in uncontested elections. In contested elections, directors are elected by a plurality of votes cast. Our articles of incorporation provide that the amendment of certain provisions of our articles of incorporation,
including those related to the number of directors and director vacancies, indemnification and amendments to those provisions, require a vote of at least two-thirds of the outstanding shares. 

Convertibility 
 There are no conversion provisions
applicable to the Class A common stock. 
 Dividends 

Each share of Class A common stock is entitled to receive dividends if, as and when declared by the board of directors out of funds legally available for
that purpose, subject to preferences that may apply to any preferred stock that we may issue in the future. 
 Liquidation Rights 

In the event of our dissolution or liquidation, after satisfaction of all our debts and liabilities and distributions to the holders of any preferred stock
that we may issue in the future, if any, of amounts to which they are preferentially entitled, the holders of Class A common stock will be entitled to share ratably in the distribution of assets to the shareholders. 

Other Provisions 
 There are no cumulative, subscription
or preemptive rights to subscribe for any additional securities which we may issue, and there are no redemption provisions, conversion provisions or sinking fund provisions applicable to the Class A common stock. 

The rights and preferences of holders of Class A common stock are subject to the rights of any series of preferred stock which we may issue in the
future. 

  
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 Preferred Stock 

Our board of directors is authorized by our articles of incorporation to provide for the issuance of shares of preferred stock, in one or more series, to
establish the number of shares to be included in each series, to fix the designation, rights, preferences, privileges and restrictions of the shares of each series and to increase or decrease the number of shares of any series of preferred stock,
all without any further vote or action by our shareholders. 
 The prospectus supplement will specify as to each issuance of preferred stock: 

 

	 	•	 	the maximum number of shares; 

  

	 	•	 	the designation of the shares; 

  

	 	•	 	annual dividend rate, if any, whether the dividend rate is fixed or variable, the date dividends will accrue, the dividend payment dates and whether dividends will be cumulative; 


 

	 	•	 	the price and the terms and conditions for redemption, if any, including redemption at our option or at the option of the holders, including the time period for redemption, and any accumulated dividends or premiums;


  

	 	•	 	the liquidation preference, if any, and any accumulated dividends upon the liquidation, dissolution or winding up of our affairs; 

  

	 	•	 	any sinking fund or similar provision, and, if so, the terms and provisions relating to the purpose and operation of the fund; 

  

	 	•	 	the terms and conditions, if any, for conversion or exchange of shares into or for any other class or classes of our capital stock or any series of any other class or classes, or into or for any other series of the same
class, or any other securities or assets, including the price or the rate of conversion or exchange and the method, if any, of adjustment; 

  

	 	•	 	any preemption rights; 

  

	 	•	 	any restriction on the repurchase or redemption of shares while there is any arrearage in the payment of dividends or sinking fund installments; 


 

	 	•	 	the voting rights; and 

  

	 	•	 	any or all other preferences and relative, participating, optional or other special rights, privileges or qualifications, limitations or restrictions. 


Preferred stock will be fully paid and nonassessable upon issuance. The preferred stock or any series of preferred stock may be represented, in whole or in
part, by one or more global certificates, which will represent an aggregate number of shares equal to that of the preferred stock represented by the global certificate. 

Each global certificate will: 
  

	 	•	 	be registered in the name of a depositary or a nominee of the depositary identified in the prospectus supplement; 

  

	 	•	 	be deposited with such depositary or nominee or a custodian for the depositary; and 

  

	 	•	 	bear a legend regarding any restrictions on exchanges and registration of transfer and any other matters as may be provided for under the certificate of designations. 


Restrictions on Ownership and Transfer 
 To facilitate our
continued qualification as a REIT under the Internal Revenue Code of 1986, as amended (“Code”), our articles of incorporation contain ownership limitations and transfer restrictions on our capital stock. We refer to these ownership
limitations and transfer restrictions as the “REIT Ownership and Transfer Restrictions.” All certificates representing shares of capital stock, if any, bear legends describing the REIT Ownership and Transfer Restrictions. Further, the REIT
Ownership and Transfer Restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for the Class A common stock or otherwise be in the best interest of the shareholders. 

  
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 For us to continue to qualify as a REIT under the Code, our capital stock must be beneficially owned by 100 or
more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (other than the first year for which an election to be subject to tax as a REIT has been made). Also, not more than
50% of the value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities such as private foundations) during the last half of a
taxable year (other than the first taxable year for which an election to be subject to tax as a REIT has been made). To satisfy these ownership requirements and other requirements for continued qualification as a REIT and to otherwise protect
us from the consequences of a concentration of ownership among our shareholders, our articles of incorporation contain the REIT Ownership and Transfer Restrictions. 

Relevant sections of our articles of incorporation provide that, subject to the exceptions and the constructive ownership rules described below, no person (as
defined in our articles of incorporation) may beneficially or constructively own more than 9.8% in value of the aggregate of our outstanding shares of stock, including our common stock and preferred stock, or more than 9.8% in value or in number of
shares (whichever is more restrictive) of the outstanding shares of our Class A common stock. We refer to these restrictions as the “ownership limits.” 

Applicable constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals
and/or entities to be treated as owned by one individual or entity. As a result, the acquisition of less than 9.8% in value of shares of our outstanding stock or less than 9.8% in value or number of the outstanding shares of our Class A
common stock (including through the acquisition of an interest in an entity that owns, actually or constructively, any class or series of our stock) by an individual or entity could nevertheless cause that individual or entity, or another individual
or entity, to own, constructively or beneficially, in excess of 9.8% in value of shares of our outstanding stock or in excess of 9.8% in value or number of the outstanding shares of our Class A common stock. 

In addition to the ownership limits, our articles of incorporation prohibit any person from actually or constructively owning shares of our stock to the
extent that such ownership would cause any of our income that would otherwise qualify as “rents from real property” for purposes of section 856(d) of the Code to fail to qualify as such. 

Our board of directors may, in its sole discretion, exempt a person from the ownership limits and certain other limits on ownership and transfer of our stock
described above, and may establish a different limit on ownership for any such person. However, the board of directors may not exempt any person whose ownership of outstanding stock in violation of these limits would result in our failing to
qualify as a REIT. In order to be considered by the board of directors for exemption or a different limit on ownership, a person must make such representations and undertakings as are reasonably necessary to ascertain that such person’s
beneficial or constructive ownership of our stock will not jeopardize our ability to continue to qualify as a REIT under the Code and must agree that any violation or attempted violation of such representations or undertakings (or other action that
is contrary to the ownership limits and certain other REIT limits on ownership and transfer of our stock described above) will result in the shares of stock being automatically transferred to a trust as described below. As a condition of its
waiver, the board of directors may require an opinion of counsel or IRS ruling satisfactory to the board of directors with respect to our qualification as a REIT and may impose such other conditions as it deems appropriate in connection with the
granting of the exemption or a different limit on ownership. 
 In connection with the waiver of the ownership limits or at any other time, the board of
directors may from time to time increase the ownership limits for one or more persons and decrease the ownership limits for all other persons; provided that the new ownership limits may not, after giving effect to such increase and under certain
assumptions stated in our articles of incorporation, result in us being “closely held” within the meaning of section 856(h) of the Code (without regard to whether the ownership interests are held during the last half of a taxable
year). Reduced ownership limits will not apply to any person whose percentage ownership of our total shares of stock or of the shares of a class or series of our stock, as applicable, is in excess of such decreased ownership limits until such
time as such person’s percentage of total shares of stock or of the shares of a class or series of stock, as applicable, equals or falls below the decreased ownership limits, but any further acquisition of shares of our stock or of the shares
of a class or series of our stock, as applicable, in excess of such percentage ownership of shares of stock or of a class or series of stock will be in violation of the ownership limits. 

Our articles of incorporation further prohibit: 
  

	 	•	 	any person from transferring shares of our stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution); and


  

	 	•	 	any person from beneficially or constructively owning shares of our stock if such ownership would result in our failing to qualify as a REIT. 


  
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 The foregoing provisions on transferability and ownership will not apply if the board of directors determines
that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. 
 Any person who acquires or attempts or intends to
acquire beneficial or constructive ownership of shares of our stock that will or may violate the foregoing REIT Ownership and Transfer Restrictions will be required to give notice to us immediately (or, in the case of a proposed or attempted
transaction, at least 15 days prior to such transaction) and provide us with such other information as we may request in order to determine the effect, if any, of such transfer on our qualification as a REIT. 

Pursuant to our articles of incorporation, if there is any purported transfer of our stock or other event or change of circumstances that, if effective or
otherwise, would violate any of the REIT Ownership and Transfer Restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to a trust for the exclusive
benefit of a designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to our stock being beneficially owned by fewer than 100 persons will be automatically void and of no force or
effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported transfer or other event or change of circumstances that requires the transfer to the trust. We refer below
to the person that would have owned the shares if they had not been transferred to the trust as the purported transferee. Any ordinary dividend paid to the purported transferee, prior to our discovery that the shares had been automatically
transferred to a trust as described above, must be repaid to the trustee upon demand. Our articles of incorporation also provide for adjustments to the entitlement to receive extraordinary dividends and other distributions as between the
purported transferee and the trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction contained in our articles of incorporation, then the transfer
of the excess shares will be automatically void and of no force or effect. Any shares of our stock transferred to the trustee are deemed to be offered for sale to us or our designee at a price per share equal to the lesser of (i) the price
per share in the transaction that resulted in such transfer to the trust or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or
other such transaction), the market price at the time of such event and (ii) the market price on the date we accept, or our designee accepts, such offer. We have the right to accept such offer until the trustee has sold the shares of our
stock held in the trust pursuant to the clauses discussed below. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the purported
transferee, except that the trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the purported transferee prior to our discovery that the shares had been transferred to the trust
and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds in excess of the amount payable to the purported transferee shall be immediately paid to the charitable beneficiary, and any ordinary
dividends held by the trustee with respect to such stock will be paid to the charitable beneficiary. 
 If we do not buy the shares, the trustee must, as
soon as reasonably practicable (and, if the shares are listed on a national securities exchange, within 20 days) after receiving notice from us of the transfer of shares to the trust, sell the shares to a person or entity who could own the shares
without violating the REIT Ownership and Transfer Restrictions described above. Upon such a sale, the trustee must distribute to the purported transferee an amount equal to the lesser of (i) the price paid by the purported transferee for
the shares or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price of the shares on the
day of the event causing the shares to be held in the trust, and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee may reduce the amount payable to the purported
transferee by the amount of any ordinary dividends that we paid to the purported transferee before our discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described
above. Any net sales proceeds in excess of the amount payable to the purported transferee will be immediately paid to the charitable beneficiary, together with any ordinary dividends held by the trustee with respect to such stock. In
addition, if prior to discovery by us that shares of our Class A common stock have been transferred to a trust, such shares of stock are sold by a purported transferee, then such shares will be deemed to have been sold on behalf of the trust
and, to the extent that the purported transferee received an amount for or in respect of such shares that exceeds the amount that such purported transferee was entitled to receive as described above, such excess amount shall be paid to the trustee
upon demand. The purported transferee has no rights in the shares held by the trustee. The trustee will be indemnified by us or from the proceeds of sales of stock in the trust for its costs and expenses reasonably incurred in connection
with conducting its duties and satisfying its obligations under our articles of incorporation. The trustee will also be entitled to reasonable compensation for services provided as determined by agreement between the trustee and the board of
directors, which compensation may be funded by us or the trust. If we pay any such indemnification or compensation, we are entitled on a first priority basis (subject to the trustee’s indemnification and compensation rights) to be
reimbursed from the trust. To the extent the trust funds any such indemnification and compensation, the amounts available for payment to a purported transferee (or the charitable beneficiary) would be reduced. The trustee will be
designated by us and must be unaffiliated with us and with any purported transferee. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the beneficiary, all distributions paid by us with respect to the shares,
and may also exercise all voting rights with respect to the shares.

  
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 Pursuant to the Florida Business Corporation Act, effective as of the date that the shares have been transferred
to the trust, the trustee will have the authority, at the trustee’s sole discretion: 
  

	 	•	 	to rescind as void any vote cast by a purported transferee prior to our discovery that the shares have been transferred to the trust; and 


 

	 	•	 	to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust. 


However, if we have already taken corporate action, then the trustee may not rescind and recast the vote. 

In addition, if the board of directors determines that a proposed or purported transfer would violate the REIT Ownership and Transfer Restrictions, the board
of directors may take such action as it deems advisable to refuse to give effect to or to prevent such violation, including but not limited to, causing us to repurchase shares of our stock, refusing to give effect to the transfer on our books or
instituting proceedings to enjoin the transfer. 
 Within 30 days after the end of each REIT taxable year, every owner of 5% or more (or such lower
percentage as required by the Code or the Treasury regulations thereunder) of the outstanding shares of any class or series of our stock, must, upon request, provide us written notice of the person’s name and address, the number of shares of
each class and series of our stock that the person beneficially owns and a description of the manner in which the shares are held. Each such owner must also provide us with such additional information as we may request in order to determine the
effect, if any, of such owner’s beneficial ownership on our qualification as a REIT and to ensure compliance with the ownership limits. In addition, each beneficial owner or constructive owner of our stock, and any person (including the
shareholder of record) who is holding shares of our stock for a beneficial owner or constructive owner will, upon demand, be required to provide us with such information as we may request in good faith in order to determine our qualification as a
REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance. 
 Anti-takeover Effects of
our Articles of Incorporation and Bylaws 
 Pursuant to our articles of incorporation, our board of directors is divided into three classes of directors,
denoted as Class I, Class II and Class III. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors shall be filled by a majority of the directors then
in office. Our classified board of directors will have the result, unless directors are removed, that at least two annual meetings of shareholders will be required for a majority of shareholders to make a change in control of the board of directors.

 Our articles of incorporation provide that our board of directors may provide further issuance of Preferred Stock, in one or more series, to establish
the number of shares to be included in each series, to fix the designation, rights, preferences, privileges and restrictions of the shares of each series and to increase or decrease the number of shares of any series of Preferred Stock, all without
any further vote or action by our shareholders. The existence of authorized but unissued and unreserved Preferred Stock may enable our board of directors to issue shares to persons friendly to current management, which could render more difficult or
discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, merger or otherwise, and thereby protect the continuity of our management. 

Our articles of incorporation and Bylaws do not provide for cumulative voting. Additionally, our Bylaws establish advance notice procedures with respect to
shareholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of our board of directors or a committee of our board of directors. A combination of our cumulative voting policy and the
advance notice procedures make it more difficult to effect a change in the composition of our board of directors. 

  
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 Indemnification 

Both our articles of incorporation and Bylaws provide for indemnification of our directors and officers to the fullest extent permitted by the Florida Business
Corporation Act. We also maintain and pay premiums on an insurance policy on behalf of our directors and officers covering losses from certain claims. In addition, we have entered into indemnification agreements with our directors and certain
officers that provide for the indemnification of our directors and certain officers, to the fullest extent permitted by the Florida Business Corporation Act, our articles of incorporation and our bylaws, against expenses incurred by such persons in
connection with their service as (i) our director or officer, (ii) in any capacity with respect to any of our employee benefit plans, or (iii) as a director, partner, trustee, officer, employee or agent of any other entity at our
request. In addition, the agreements provide for our obligation to advance expenses, under certain circumstances, and provide for additional procedural protections. 

Transfer Agent 
 The transfer agent and registrar for our
Class A common stock is Computershare Trust Company, N.A. 

  
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