0000907254-20-000003.txt : 20200106 0000907254-20-000003.hdr.sgml : 20200106 20200106165422 ACCESSION NUMBER: 0000907254-20-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200102 FILED AS OF DATE: 20200106 DATE AS OF CHANGE: 20200106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARACI PHILIP D CENTRAL INDEX KEY: 0001228461 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12254 FILM NUMBER: 20510534 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAUL CENTERS INC CENTRAL INDEX KEY: 0000907254 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521833074 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019866016 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 4 1 wf-form4_157834764561629.xml FORM 4 X0306 4 2020-01-02 0 0000907254 SAUL CENTERS INC BFS 0001228461 CARACI PHILIP D 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA MD 20814 1 0 0 0 Common Shares 20564 I Wife's-Trust Common Shares 2602 I Wife's IRA Common Shares 48816 D Common Shares 52987 I Self-Trust Phantom Stock 51.49 Common Stock 26140.624 26140.624 D Stock Option 41.82 2011-05-13 2021-05-13 Common Stock 2500.0 2500 D Stock Option 39.29 2012-05-04 2022-05-04 Common Stock 2500.0 2500 D Stock Option 44.42 2013-05-10 2023-05-10 Common Stock 2500.0 2500 D Stock Option 47.03 2014-05-09 2024-05-09 Common Stock 2500.0 2500 D Stock Option 51.07 2015-05-08 2025-05-08 Common Stock 2500.0 2500 D Stock Option 57.74 2016-05-06 2026-05-06 Common Stock 2500.0 2500 D Stock Option 59.41 2017-05-05 2027-05-05 Common Stock 2500.0 2500 D Stock Option 49.46 2018-05-11 2018-05-11 Common Stock 2500.0 2500 D Stock Option 55.71 2019-05-03 2029-05-03 Common Shares 2500.0 2500 D Self-IRA Self-Trust. Reporting person is a Trustee Pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and the Deferred Fee Agreement executed by the reporting person, the reporting person has elected to defer receipt of his director's fees, and receive phantom stock, the amount of which is calculated as the quotient of the dollar value of fees deferred, divided by the fair market value of the issuer's shares on the date the phantom stock is received. 1 for 1 The conversion of phantom stock into shares of the issuer's common stock is governed pursuant to terms of the issuer's Deferred Compensation Plan under its 2004 Stock Plan, as amended, and the reporting person's Deferred Fee Agreement. Includes 259.591 shares ($52.8407/share) awarded October 31, 2019 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. Scott V. Schneider, by Power of Attorney 2020-01-06 EX-24 2 caraci-conformed.htm POA-PHILIP CARACI

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Scott V Schneider, the undersigned?s true and lawful attorney-in-fact to:

    (1)    execute for and on behalf of the undersigned, in the undersigned?s capacity as a
director of Saul Centers, Inc. (the ?Company?), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities and Exchange Act of 1934 and the rules thereunder;

    (2)     do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similarly authority; and

    (3)     take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact?s discretion.

    The undersigned hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned?s holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of November, 2002.



                        Signature:    /s/ Philip D. Caraci
                        Name:        Philip D. Caraci