SEC Form 4
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
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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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Laycock Willoughby B.
(Last) (First) (Middle)
7501 WISCONSIN AVE.
SUITE 1400
(Street)
BETHESDA MD 20814
(City) (State) (Zip)
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. Design/Mrkt Research
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2024
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 Stock 323.031(1) I Spouse-401K
Common Stock 319.059(2) I Spouse(3)
Common Stock 05/17/2024 A 500(4) A $0 2,545 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
Employee Stock Option $55.71 05/03/2019(5) 05/03/2029 Common Stock 5,000 5,000 D
Director Stock Option $55.71 05/03/2019 05/03/2029 Common Stock 2,500 2,500 D
Employee Stock Option $50 04/24/2020(5) 04/24/2030 Common Stock 10,000 10,000 D
Director Stock Option $50 04/24/2020 04/24/2030 Common Stock 2,500 2,500 D
Employee Stock Option $43.89 05/07/2021(5) 05/07/2031 Common Stock 10,000 10,000 D
Director Stock Option $43.89 05/07/2021 05/07/2031 Common Stock 2,500 2,500 D
Employee Stock Option $47.9 05/13/2022(5) 05/13/2032 Common Stock 10,000 10,000 D
Director Stock Option $47.9 05/13/2022 05/13/2032 Common Shares 2,500 2,500 D
Employee Stock Option $33.79 05/12/2023(5) 05/12/2033 Common Stock 10,000 10,000 D
Director Stock Option $33.79 05/12/2023 05/12/2033 Common Stock 2,500 2,500 D
Performance Shares $0 05/17/2024 A 500(6) 05/17/2029 05/17/2029 Common Stock 500 $0 500 D
Phantom Stock (7) (8) (8) Common Stock 3,685.489 3,685.489(9) D
Explanation of Responses:
1. Balance increased by January 31, 2024 Dividend Reinvestment Plan award and April 30, 2024 award totaling 10.233 shares.
2. Balance increased by January 31, 2024 Dividend Reinvestment Plan award and April 30, 2024 award totaling 10.107 shares.
3. Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.
4. Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 17, 2024 in equal annual installments, assuming continued employment.
5. The options vest 25% per year over four years from the date of grant.
6. The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 17, 2024 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 17, 2029, and (2) achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO) measured against an FFO amount included in the budget established by the Board of Directors annually prior to the start of such calendar year.
7. Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). 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 the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement.
9. Balance increased by January 31, 2024 Dividend Reinvestment Plan and April 30, 2024 award totaling 116.748 shares.
Remarks:
Previous beneficial ownership reports filed pursuant to Section 16(a) by the reporting person referred to the Issuer's Common Stock, par value $0.01 per share as "Common Shares." Going forward, such shares will be referred to as "Common Stock."
/s/ Carlos L. Heard, by Power of Attorney 05/21/2024
** 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.
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