Laycock Willoughby B. Form 4 SAUL CENTERS / Willoughby B. Laycock ownership change

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).

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. Marketing Initiatives

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

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								293.386(1)	I	Spouse-401K(2)
Common Stock								289.779(3)	I	Spouse(4)
Common Stock								476.755(5)	I	Self-Trust(6)
Common Stock								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	(7)	01/03/2023		A		152.334		(8)	(8)	Common Stock	152.334	$40.7	2,796.711(9)	D
Employee Stock Option	$55.71							05/03/2019(10)	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(10)	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(10)	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(10)	05/13/2032	Common Stock	10,000		10,000	D
Director Stock Option	$47.9							05/13/2022	05/13/2032	Common Stock	2,500		2,500	D

Explanation of Responses:

1. Balance increased by October 31, 2022 Dividend Reinvestment Plan award of 4.296 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 October 31, 2022 Dividend Reinvestment Plan award of 4.243 shares.

4. Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.

5. Balance increased by October 31, 2022 Dividend Reinvestment Plan award of 6.981 shares.

6. Shares held in a trust, of which the reporting person is the sole beneficiary.

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. Includes 38.722 shares ($39.7021/share) awarded October 31, 2022 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.

10. The options vest 25% per year over four years from the date of grant.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	01/05/2023
	** 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).
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