Laycock Willoughby B. increased direct ownership by 19% to 3,451 units (SEC Form 5)
$BFS
Real Estate Investment Trusts
Real Estate
| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
| 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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 249.952(1) | I | Spouse-401K | ||||||||||||
| Common Stock | 12/20/2024 | J4 | 541.067(2) | A | $0 | 3,451.068(3) | D | ||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Employee Stock Option | $55.71 | 05/03/2019(4) | 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(4) | 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 | |||||||
| Employee Stock Option | $43.89 | 05/07/2021(4) | 05/07/2031 | Common Stock | 10,000 | 10,000 | D | |||||||
| Director Stock Option | $43.89 | 05/07/2021 | 05/07/2031 | Common Stock | 2,500 | 2,500 | D | |||||||
| Employee Stock Option | $47.9 | 05/13/2022(4) | 05/13/2032 | Common Stock | 10,000 | 10,000 | D | |||||||
| Director Stock Option | $47.9 | 05/13/2022 | 05/13/2032 | Common Shares | 2,500 | 2,500 | D | |||||||
| Employee Stock Option | $33.79 | 05/12/2023(4) | 05/12/2033 | Common Stock | 10,000 | 10,000 | D | |||||||
| Director Stock Option | $33.79 | 05/12/2023 | 05/12/2033 | Common Stock | 2,500 | 2,500 | D | |||||||
| Phantom Stock | (5) | (6) | (6) | Common Stock | 3,798.803 | 3,798.803(7) | D | |||||||
| Performance Shares | $0 | 05/17/2029 | 05/17/2029 | Common Stock | 500 | 500(8) | D | |||||||
| Explanation of Responses: |
| 1. This is a correction to the balance previously reported on the Form 4 filed on May 21, 2024. |
| 2. Shares received from a trust in which the reporting person was a beneficiary but not the trustee. The transfer reflects a change in the form of ownership, with the reporting person now directly holding the shares. No consideration was paid by the reporting person in connection with transaction. |
| 3. This is a correction to the balance previously reported on the Form 4 filed on May 21, 2024. Previously, shares (319.059) were reported to be indirect beneficial ownership from the reporting person's spouse. These shares were directly owned by the reporting person and upon correcting the balance and nature of ownership, now total 3,451.068 |
| 4. The options vest 25% per year over four years from the date of grant. |
| 5. 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. |
| 6. 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. |
| 7. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan awards totaling 113.314 shares. |
| 8. 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: |
| /s/ Carlos L. Heard, by Power of Attorney | 02/07/2025 | |
| ** 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. | ||