SEC FORM 4

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^*

CARACI PHILIP D

(Last)

(First)

(Middle)

7501 WISCONSIN AVENUE

15TH FLOOR

(Street)

BETHESDA

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2024

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								20,564	I	Wife's-Trust
Common Stock								2,602	I	Wife's IRA
Common Stock								53,187	I⁽¹⁾	Self-Trust
Common Stock	05/17/2024		A		2,000⁽²⁾	A	$0	51,416	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$51.07							05/08/2015	05/08/2025	Common Stock	2,500		2,500	D
Stock Option	$57.74							05/06/2016	05/06/2026	Common Stock	2,500		2,500	D
Stock Option	$59.41							05/05/2017	05/05/2027	Common Stock	2,500		2,500	D
Stock Option	$49.46							05/11/2018	05/11/2028	Common Stock	2,500		2,500	D
Stock Option	$55.71							05/03/2019	05/03/2029	Common Stock	2,500		2,500	D
Stock Option	$50							04/24/2020	04/24/2030	Common Stock	2,500		2,500	D
Stock Option	$43.89							05/07/2021	05/07/2031	Common Stock	2,500		2,500	D
Stock Option	$47.9							05/13/2022	05/13/2032	Common Stock	2,500		2,500	D
Stock Option	$33.79							05/12/2023	05/12/2033	Common Stock	2,500		2,500	D
Phantom Stock	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	34,158.446		34,158.446⁽⁵⁾	D

Explanation of Responses:

1. Self-Trust. Reporting person is a Trustee

2. Represents restricted shares of Common Stock. Such shares vest on the first three anniversaries of May 17, 2024 in equal annual installments, assuming continued service.

3. 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.

4. 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.

5. Balance increased by July 31, 2023 Dividend Reinvestment Plan award, October 31, 2023, January 31, 2024 award and April 30, 2024 award totaling 2,157.175 shares.

Remarks:

Previous beneficial ownership reports filed pursuant to Section 16(a) by the reporting person referred to the Issuer's Common Stock, par value $0.01 per share as "Common Shares." Going forward, such shares will be referred to as "Common Stock."

	/s/ Carlos L. Heard, by Power of Attorney	05/21/2024
	** 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).
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