Form 4 SAUL CENTERS, INC. For: May 13 Filed by: Laycock Willoughby B.
May 17, 2022 7:32 PM EDT
| FORM
4 |
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
or Section 30(h) of the Investment Company Act of
1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
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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).
|
1. Name and Address of Reporting Person
*
| 7501 WISCONSIN AVE. |
| SUITE 1400 |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
SAUL CENTERS, INC.
[
BFS
]
|
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 |
|
3. Date of Earliest Transaction
(Month/Day/Year)
05/13/2022
|
4. If Amendment, Date of 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 |
|
| 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 |
|
Common Shares
|
|
|
|
|
|
|
|
285.869
|
I
|
Spouse-401K
|
|
Common Shares
|
|
|
|
|
|
|
|
282.354
|
I
|
Spouse
|
|
Common Shares
|
|
|
|
|
|
|
|
464.539
|
I
|
Self-Trust
|
|
Common Shares
|
05/13/2022 |
|
A |
|
200
|
A
|
$
47.9
|
1,845
|
D
|
|
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 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: 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
|
|
|
|
|
|
|
|
|
|
Common Stock
|
2,206.826
|
|
2,206.826
|
D
|
|
|
Employee Stock Option
|
$
55.71
|
|
|
|
|
|
|
05/03/2019
|
05/03/2029 |
Common Stock
|
5,000.00
|
|
5,000
|
D
|
|
|
Director Stock Option
|
$
55.71
|
|
|
|
|
|
|
05/03/2019 |
05/03/2029 |
Common Stock
|
2,500.00
|
|
2,500
|
D
|
|
|
Employee Stock Option
|
$
50.00
|
|
|
|
|
|
|
04/24/2020
|
04/24/2030 |
Common Stock
|
10,000.00
|
|
10,000
|
D
|
|
|
Director Stock Option
|
$
50.00
|
|
|
|
|
|
|
04/24/2020 |
04/24/2030 |
Common Stock
|
2,500.00
|
|
2,500
|
D
|
|
|
Employee Stock Option
|
$
43.89
|
|
|
|
|
|
|
05/07/2021
|
05/07/2031 |
Common Stock
|
10,000.00
|
|
10,000
|
D
|
|
|
Director Stock Option
|
$
43.89
|
|
|
|
|
|
|
05/07/2021 |
05/07/2031 |
Common Stock
|
2,500.00
|
|
2,500
|
D
|
|
|
Employee Stock Option
|
$
47.90
|
05/13/2022 |
|
A |
|
10,000
|
|
05/13/2022
|
05/13/2032 |
Common Shares
|
10,000.00
|
$
0
|
10,000
|
D
|
|
|
Director Stock Option
|
$
47.90
|
05/13/2022 |
|
A |
|
2,500
|
|
05/13/2022 |
05/13/2032 |
Common Shares
|
2,500.00
|
$
0
|
2,500
|
D
|
|
| Explanation of Responses: |
|
|
|
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|
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|
Carlos L. Heard, by Power of Attorney |
05/17/2022 |
|
** 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 Number. |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Carlos L. Heard, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer of Saul Centers, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a)
of the Securities and Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similarly authority; and
(3) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of March, 2021.
Signature: /s/ Willoughby B. Laycock
Name: Willoughby B. Laycock
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