Statement of Changes in Beneficial Ownership (4)
06 April 2022 - 9:08PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Laycock Willoughby B. |
2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC.
[
BFS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP-Res. Marketing Initiatives |
(Last)
(First)
(Middle)
7501 WISCONSIN AVE., SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2022 |
(Street)
BETHESDA, MD 20814
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | | | | | | | | 282.614 (1) | I | Spouse-401K (2) |
Common Shares | | | | | | | | 279.139 (3) | I | Spouse (4) |
Common Shares | | | | | | | | 459.25 (5) | I | Self-Trust (6) |
Common Shares | | | | | | | | 1645 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Phantom Stock | (7) | 4/1/2022 | | A | | 92.456 | | (8) | (8) | Common Stock | 92.456 | $54.08 | 2206.826 (9) | D | |
Employee Stock Option | $55.71 | | | | | | | 5/3/2019 (10) | 5/3/2029 | Common Stock | 5000.0 | | 5000 | D | |
Director Stock Option | $55.71 | | | | | | | 5/3/2019 | 5/3/2029 | Common Stock | 2500.0 | | 2500 | D | |
Employee Stock Option | $50.0 | | | | | | | 4/24/2020 (10) | 4/24/2030 | Common Stock | 10000.0 | | 10000 | D | |
Director Stock Option | $50.0 | | | | | | | 4/24/2020 | 4/24/2030 | Common Stock | 2500.0 | | 2500 | D | |
Employee Stock Option | $43.89 | | | | | | | 5/7/2021 | 5/7/2031 | Common Stock | 10000.0 | | 10000 | D | |
Director Stock Option | $43.89 | | | | | | | 5/7/2021 | 5/7/2031 | Common Stock | 2500.0 | | 2500 | D | |
Explanation of Responses: |
(1) | Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 3.340 shares. |
(2) | Shares owned in the reporting person's spouse's 401K account. The reporting person disclaims beneficial ownership of these shares. |
(3) | Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 3.299 shares. |
(4) | Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. |
(5) | Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 5.427 shares. |
(6) | Shares held in a trust, of which the reporting person is the sole beneficiary. |
(7) | Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service. |
(8) | The conversion of phantom stock into shares of the issuer's common stock is governed pursuant to terms of the issuer's Deferred Compensation Plan under its 2004 Stock Plan, as amended, and the reporting person's Deferred Fee Agreement. |
(9) | Includes 24.985 shares ($47.6658/share) awarded January 31, 2022 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and shares of phantom stock issued under the issuer's Deferred Compensation Stock Plan for Directors. |
(10) | The options vest 25% per year over four years from the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Laycock Willoughby B. 7501 WISCONSIN AVE. SUITE 1400 BETHESDA, MD 20814 | X |
| SVP-Res. Marketing Initiatives |
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Signatures
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Carlos L. Heard, by Power of Attorney | | 4/6/2022 |
**Signature of Reporting Person | Date |
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 control number. |
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