Statement of Changes in Beneficial Ownership (4)
May 16 2023 - 6:38PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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CARACI PHILIP D |
2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC.
[
BFS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
7501 WISCONSIN AVENUE, 15TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2023 |
(Street)
BETHESDA, MD 20814 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | | | | | | | | 20564 | I | Wife's-Trust |
Common Shares | | | | | | | | 2602 | I | Wife's IRA |
Common Shares | | | | | | | | 53187 | I (1) | Self-Trust |
Common Shares | 5/12/2023 | | A | | 200 | A | $0 | 49416 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (2) | | | | | | | (3) | (3) | Common Stock | 32001.271 | | 32001.271 (4) | D | |
Stock Option | $47.03 | | | | | | | 5/9/2014 | 5/9/2024 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $51.07 | | | | | | | 5/8/2015 | 5/8/2025 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $57.74 | | | | | | | 5/6/2016 | 5/6/2026 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $59.41 | | | | | | | 5/5/2017 | 5/5/2027 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $49.46 | | | | | | | 5/11/2018 | 5/11/2028 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $55.71 | | | | | | | 5/3/2019 | 5/3/2029 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $50.0 | | | | | | | 4/24/2020 | 4/24/2030 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $43.89 | | | | | | | 5/7/2021 | 5/7/2031 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $47.9 | | | | | | | 5/13/2022 | 5/13/2032 | Common Stock | 2500.0 | | 2500 | D | |
Stock Option | $33.79 | 5/12/2023 | | A | | 2500 | | 5/12/2023 | 5/12/2033 | Common Stock | 2500.0 | $0 | 2500 | D | |
Explanation of Responses: |
(1) | Self-Trust. Reporting person is a Trustee |
(2) | 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. |
(3) | 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. |
(4) | Includes a combined 1,782.794 shares awarded as 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 July 29, 2022, October 31, 2022, January 31, 2023 and April 28, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CARACI PHILIP D 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814 | X |
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Signatures
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/s/ Carlos L. Heard, by Power of Attorney | | 5/16/2023 |
**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 control number. |
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