Statement of Changes in Beneficial Ownership (4)
July 02 2020 - 3:40PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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CHAPOTON JOHN E |
2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC.
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BFS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
7501 WISCONSIN AVENUE, 15TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2020 |
(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 | | | | | | | | 7066.078 | 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 (1) | $32.59 (2) | 7/1/2020 | | A | | 227.063 | | (3) | (3) | Common Stock | 227.063 | $32.59 | 16581.772 (4) | D | |
Stock Option | $44.42 | | | | | | | 5/10/2013 | 5/10/2023 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $47.03 | | | | | | | 5/9/2014 | 5/9/2024 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $51.07 | | | | | | | 5/8/2015 | 5/8/2025 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $57.74 | | | | | | | 5/6/2016 | 5/6/2026 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $59.41 | | | | | | | 5/5/2017 | 5/5/2027 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $49.46 | | | | | | | 5/11/2018 | 5/11/2028 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $55.71 | | | | | | | 5/3/2019 | 5/3/2029 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $50.0 | | | | | | | 4/24/2020 | 4/24/2030 | Common Stock | 2500.0 | | 2500 | D | |
Explanation of Responses: |
(1) | Pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and the Deferred Fee Agreement executed by the reporting person, the reporting person has elected to defer receipt of his director's fees, and receive phantom stock, the amount of which is calculated as the quotient of the dollar value of fees deferred, divided by the fair market value of the issuer's shares on the date the phantom stock is received. |
(2) | 1 for 1 |
(3) | 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. |
(4) | Includes 264.644 shares ($32.2234/share) awarded April 30, 2020 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. |
Remarks: On 4/25/18 2,500 Options from the 2008 Class expired. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CHAPOTON JOHN E 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814 | X |
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Signatures
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Scott V. Schneider, by Power of Attorney | | 7/2/2020 |
**Signature of Reporting Person | Date |
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