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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Friedman Joel Albert 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814 |
Exec VP, CAO & Treasurer | |||
| /s/ Carlos L. Heard, by Power of Attorney | 05/21/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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." |
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