Statement of Changes in Beneficial Ownership (4)
May 11 2021 - 12:31PM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
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)
Senior V.P.-Residential |
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(Last)
(First)
(Middle)
7501 WISCONSIN AVE., SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2021 |
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(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 | | | | | | | | 272.562 (1) | I | Spouse-401K (2) |
| Common Shares | | | | | | | | 269.211 (3) | I | Spouse (4) |
| Common Shares | | | | | | | | 442.916 (5) | I | Self-Trust (6) |
| Common Shares | 5/7/2021 | | A | | 200 | A | $43.49 | 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 | $43.17 | | | | | | | (7) | (7) | Common Stock | 1633.47 | | 1633.47 (8) | D | |
| Employee Stock Option | $55.71 | | | | | | | 5/3/2019 (9) | 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 (9) | 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 | | A | | 10000 | | 5/7/2021 | 5/7/2031 | Common Stock | 10000.0 | $43.89 | 10000 | D | |
| Director Stock Option | $43.89 | 5/7/2021 | | A | | 2500 | | 5/7/2021 | 5/7/2031 | Common Stock | 2500.0 | $43.89 | 2500 | D | |
| Explanation of Responses: |
| (1) | Balance increased by April 30, 2021 Dividend Reinvestment Plan award of 3.407 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 April 30, 2021 Dividend Reinvestment Plan award of 3.365 shares. |
| (4) | Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. |
| (5) | Balance increased by April 30, 2021 Dividend Reinvestment Plan award of 5.536 shares. |
| (6) | Shares held in a trust, of which the reporting person is the sole beneficiary. |
| (7) | 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. |
| (8) | Includes 20.416 shares ($41.8749/share) awarded April 30, 2021 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. |
| (9) | 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 |
| Senior V.P.-Residential |
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Signatures
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| Carlos L. Heard, by Power of Attorney | | 5/11/2021 |
| **Signature of Reporting Person | Date |
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