SAUL CENTERS, INC. — Director's Dealing 2022

Jul 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS, INC. (BFS)
CIK: 0000907254
Period of Report: 2022-07-08

Reporting Person: Laycock Willoughby B. (Director, SVP-Res. Marketing Initiatives)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-08	Phantom Stock	$	A	24.948	Acquired		Common Stock (24.948)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	285.869	Indirect
Common Shares	282.354	Indirect
Common Shares	464.539	Indirect
Common Shares	1845	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.71	2029-05-03	Common Stock (5000.0)	5000	Direct
Director Stock Option	$55.71	2029-05-03	Common Stock (2500.0)	2500	Direct
Employee Stock Option	$50.0	2030-04-24	Common Stock (10000.0)	10000	Direct
Director Stock Option	$50.0	2030-04-24	Common Stock (2500.0)	2500	Direct
Employee Stock Option	$43.89	2031-05-07	Common Stock (10000.0)	10000	Direct
Director Stock Option	$43.89	2031-05-07	Common Stock (2500.0)	2500	Direct
Employee Stock Option	$47.9	2032-05-13	Common Shares (10000.0)	10000	Direct
Director Stock Option	$47.9	2032-05-13	Common Shares (2500.0)	2500	Direct

Footnotes

F1: Shares owned in the reporting person's spouse's 401K account. The reporting person disclaims beneficial ownership of these shares.

F2: Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.

F3: Shares held in a trust, of which the reporting person is the sole beneficiary.

F4: 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.

F5: On July 8, 2022, the Issuer granted 24.948 phantom shares ($48.10/share) to compensate the reporting person for phantom shares the Issuer should have awarded to the reporting person on April 1, 2022 pursuant to the Deferred Compensation Plan.

F6: 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.

F7: Includes 0.284 phantom shares ($50.0617/share) granted on July 8, 2022 to compensate the reporting person for a lost dividend reinvestment that would have been awarded on April 29, 2022 on phantom shares the Issuer should have awarded to the reporting person on April 1, 2022 pursuant to the Deferred Compensation Plan.

F8: The options vest 25% per year over four years from the date of grant.