Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	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* Hachey Donald A (Last) (First) (Middle) 7501 WISCONSIN AVE SUITE 1500 (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) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice Pres.-Construction
	3. Date of Earliest Transaction (Month/Day/Year) 05/17/2024
	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 Stock	05/17/2024		A		1,500(1)	A	$0	1,500	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
Employee Stock Option	$51.07							05/08/2015(2)	05/08/2025	Common Stock	2,500		2,500	D
Employee Stock Option	$57.74							05/06/2016(2)	05/06/2026	Common Stock	5,000		5,000	D
Employee Stock Option	$59.41							05/05/2017(2)	05/05/2027	Common Stock	5,000		5,000	D
Employee Stock Option	$49.46							05/11/2018(2)	05/11/2028	Common Stock	5,000		5,000	D
Employee Stock Option	$55.71							05/03/2019(2)	05/03/2029	Common Stock	5,000		5,000	D
Employee Stock Option	$50							04/24/2020(2)	04/24/2030	Common Stock	7,500		7,500	D
Employee Stock Option	$43.89							05/07/2021(2)	05/07/2031	Common Stock	10,000		10,000	D
Employee Stock Option	$47.9							05/13/2022(2)	05/13/2032	Common Stock	10,000		10,000	D
Employee Stock Option	$33.79							05/12/2023(2)	05/12/2033	Common Stock	15,000		15,000	D
Performance Shares	$0	05/17/2024		A		1,500(3)		05/17/2029	05/17/2029	Common Stock	1,500	$0	1,500	D

Explanation of Responses:

1. 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.

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

3. 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."

	/s/ Carlos L. Heard, by Power of Attorney	05/21/2024
	** 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.

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