A Dark Vector Cognition product

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

6K characters. Original on sec.gov · Markdown

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for our Class A Common Stock

Our Class A common stock commenced trading under the symbol “SBAC” on The NASDAQ National Market System on June 16, 1999. We now trade on the NASDAQ Global Select Market, a segment of the NASDAQ Global Market, formally known as the NASDAQ National Market System.

The following table presents the high and low sales price for our Class A common stock for the periods indicated:

HighLow
Quarter ended December 31, 2016$116.27$95.66
Quarter ended September 30, 2016$118.57$107.36
Quarter ended June 30, 2016$108.30$96.68
Quarter ended March 31, 2016$107.44$82.80
Quarter ended December 31, 2015$121.45$100.12
Quarter ended September 30, 2015$128.47$102.65
Quarter ended June 30, 2015$124.98$111.58
Quarter ended March 31, 2015$126.65$107.53

As of February 21, 2017, there were 89 record holders of our Class A common stock.

Dividends

We have never paid a dividend on any class of common stock. As a REIT, we are required to distribute annually at least 90% of our REIT taxable income after the utilization of any available NOLs (determined before the deduction for dividends paid and excluding any net capital gain). As of December 31, 2016, $1.1 billion of the federal NOLs are attributes of the REIT. We may use these NOLs to offset our REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as our NOLs have been fully utilized. The amount of future distributions will be determined, from time to time, by the board of directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value. The actual amount, timing and frequency of future dividends, will be at the sole discretion of the board of directors and will be declared based upon various factors, many of which are beyond our control.

Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock during the fourth quarter of 2016:

TotalTotal Number of SharesApproximate Dollar Value
NumberAveragePurchased as Part ofof Shares that May Yet Be
of SharesPrice PaidPublicly AnnouncedPurchased Under the
PeriodPurchasedPer SharePlans or Programs (1)Plans or Programs
10/1/2016 - 10/31/2016230,900$108.76230,900$472,577,444
11/1/2016 - 11/30/20162,095,174$103.642,095,174$255,425,700
12/1/2016 - 12/31/20161,004,723$100.531,004,723$154,421,950
Total3,330,797$103.063,330,797$154,421,950
(1)On June 4, 2015, our Board of Directors authorized a new stock repurchase plan. This plan authorized us to purchase, from time to time, up to $1.0 billion of our outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. Shares purchased were retired.

On January 12, 2017, our Board of Directors authorized a new stock repurchase plan, replacing the plan authorized on June 4, 2015 which had a remaining authorization of $150.0 million. This plan authorizes us to purchase, from time to time, up to $1.0 billion of our outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. Shares purchased will be retired. The new plan has no time deadline and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion.

Equity Compensation Plan

Equity Compensation Plan Information
As of December 31, 2016
(in thousands, except exercise price)
Number of Securities
Number of SecuritiesWeighted AverageRemaining Available for
to be IssuedExercise PriceFuture Issuance Under
Upon Exercise ofof OutstandingEquity Compensation Plans
Outstanding Options,Options, Warrants(Excluding Securities
Warrants and Rightsand RightsReflected in first column (a))
(a)(b)(c)
Equity compensation plans approved by
security holders
2001 Plan (1)79$34.56—
2010 Plan4,659(2)$88.268,804
Equity compensation plans not approved by
security holders——
Total4,738$87.378,804

(1)This plan has been terminated, and we are no longer eligible to issue shares pursuant to the plan.

(2)Included in the number of securities in column (a) is 291,215 restricted stock units, which have no exercise price. The weighted average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is $94.15.

Previous: Item 4. MINE SAFETY DISCLOSURE · Next: Item 6. SELECTED FINANCIAL DATA