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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC. [ BFS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 307.361(1) | I | Spouse-401K(2) | |||||||
Common Stock | 303.582(3) | I | Spouse(4) | |||||||
Common Stock | 2,045 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (5) | 10/02/2023 | A | 179.035 | (6) | (6) | Common Stock | 179.035 | $34.63 | 3,476.737(7) | D | ||||
Employee Stock Option | $55.71 | 05/03/2019(8) | 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(8) | 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(8) | 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(8) | 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 | ||||||||
Director Stock Option | $33.79 | 05/12/2023 | 05/12/2033 | Common Stock | 2,500 | 2,500 | D | ||||||||
Employee Stock Option | $33.79 | 05/12/2023(8) | 05/12/2033 | Common Stock | 10,000 | 10,000 | D |
Explanation of Responses: |
1. Balance increased by July 31, 2023 Dividend Reinvestment Plan award of 4.730 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 July 31, 2023 Dividend Reinvestment Plan award of 4.672 shares. |
4. Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. |
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. Includes 50.750 shares awarded July 31, 2023 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan. |
8. The options vest 25% per year over four years from the date of grant. |
Remarks: |
/s/ Carlos L. Heard, by Power of Attorney | 10/04/2023 | |
** 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). | ||
** 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. |