Laycock Willoughby B. Form 5 SAUL CENTERS / Willoughby B. Laycock ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							249.952(1)	I	Spouse-401K
Common Stock	12/20/2024		J4	541.067(2)	A	$0	3,451.068(3)	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$55.71						05/03/2019(4)	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(4)	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(4)	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(4)	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(4)	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
Phantom Stock	(5)						(6)	(6)	Common Stock	3,798.803		3,798.803(7)	D
Performance Shares	$0						05/17/2029	05/17/2029	Common Stock	500		500(8)	D

Explanation of Responses:

1. This is a correction to the balance previously reported on the Form 4 filed on May 21, 2024.

2. Shares received from a trust in which the reporting person was a beneficiary but not the trustee. The transfer reflects a change in the form of ownership, with the reporting person now directly holding the shares. No consideration was paid by the reporting person in connection with transaction.

3. This is a correction to the balance previously reported on the Form 4 filed on May 21, 2024. Previously, shares (319.059) were reported to be indirect beneficial ownership from the reporting person's spouse. These shares were directly owned by the reporting person and upon correcting the balance and nature of ownership, now total 3,451.068

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

5. 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.

6. 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.

7. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan awards totaling 113.314 shares.

8. 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.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	02/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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