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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
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) 05/17/2024 | ||||||||||||||||||||||||||
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 | ||||||
Series E Preferred Stock | 200 | D | ||||||||
Series D Preferred Stock | 100 | D | ||||||||
Common Stock | 13,153(1) | I(2) | 401K | |||||||
Common Stock | 05/17/2024 | A | 2,000(3) | A | $0 | 2,139.167(4) | 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 | ||||||||
Employee Stock Option | $51.07 | 05/08/2015(5) | 05/08/2025 | Common Stock | 10,000 | 10,000 | D | ||||||||
Employee Stock Option | $57.74 | 05/06/2016(5) | 05/06/2026 | Common Stock | 10,000 | 10,000 | D | ||||||||
Employee Stock Option | $59.41 | 05/05/2017(5) | 05/05/2027 | Common Stock | 10,000 | 10,000 | D | ||||||||
Employee Stock Option | $49.46 | 05/11/2018(5) | 05/11/2028 | Common Stock | 10,000 | 10,000 | D | ||||||||
Employee Stock Option | $55.71 | 05/03/2019(5) | 05/03/2029 | Common Stock | 15,000 | 15,000 | D | ||||||||
Employee Stock Option | $50 | 04/24/2020(5) | 04/24/2030 | Common Stock | 20,000 | 20,000 | D | ||||||||
Employee Stock Option | $43.89 | 05/07/2021(5) | 05/07/2031 | Common Stock | 20,000 | 20,000 | D | ||||||||
Employee Stock Option | $47.9 | 05/13/2022(5) | 05/13/2032 | Common Stock | 20,000 | 20,000 | D | ||||||||
Employee Stock Option | $33.79 | 05/12/2023(5) | 05/12/2033 | Common Stock | 20,000 | 20,000 | D | ||||||||
Performance Shares | $0 | 05/17/2024 | A | 2,000(6) | 05/17/2029 | 05/17/2029 | Common Stock | 2,000 | $0 | 2,000 | D |
Explanation of Responses: |
1. Balance increased by July 31, 2023 Dividend Reinvestment Plan award, October 31, 2023, January 31, 2024 and April 30, 2024 award totaling 815 shares. |
2. Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan. |
3. Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 17, 2024 in equal annual installments, assuming continued employment. |
4. Balance increased by July 31, 2023 Dividend Reinvestment Plan award, October 31, 2023, January 31, 2024 and April 30, 2024 award totaling 8.78 shares |
5. The options vest 25% per year over four years from the date of grant. |
6. 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: |
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). | ||
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. |