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)
Senior V.P.-Residential
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2020
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 Shares 254.064(1) I Spouse-401K(2)
Common Shares 412.856(3) I Self-Trust(4)
Common Shares 250.94(5) I Spouse(6)
Common Shares 1,400 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 $32.59 07/01/2020 A 227.063 (7) (7) Common Stock 227.063 $32.59 965.074(8) D
Employee Stock Option $55.71 05/03/2019(9) 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(9) 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
Explanation of Responses:
1. Balance increased by April 30, 2020 Dividend Reinvestment Plan award of 4.111 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 April 30, 2020 Dividend Reinvestment Plan award of 6.681 shares.
4. Shares held in a trust, of which the reporting person is the sole beneficiary.
5. Balance increased by April 30, 2020 Dividend Reinvestment Plan award of 4.061 shares.
6. Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.
7. The conversion of phantom stock into shares of the issuer's common stock is governed pursuant to terms of the issuer's Deferred Compensation Plan under its 2004 Stock Plan, as amended, and the reporting person's Deferred Fee Agreement.
8. Includes 11.942 shares ($32.2234/share) awarded April 30, 2020 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and shares of phantom stock issued under the issuer's Deferred Compensation Stock Plan for Directors.
9. The options vest 25% per year over four years from the date of grant.
Remarks:
Scott V. Schneider, by Power of Attorney 07/02/2020
** 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.