0000907254-22-000088.txt : 20221005 0000907254-22-000088.hdr.sgml : 20221005 20221005171640 ACCESSION NUMBER: 0000907254-22-000088 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221003 FILED AS OF DATE: 20221005 DATE AS OF CHANGE: 20221005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Laycock Willoughby B. CENTRAL INDEX KEY: 0001771496 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12254 FILM NUMBER: 221296487 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVE. STREET 2: SUITE 1400 CITY: BETHESDA STATE: MD ZIP: 20814 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: 301-986-7737 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SAUL CENTERS INC DATE OF NAME CHANGE: 19930617 4 1 wf-form4_166500458231184.xml FORM 4 X0306 4 2022-10-03 0 0000907254 SAUL CENTERS, INC. BFS 0001771496 Laycock Willoughby B. 7501 WISCONSIN AVE. SUITE 1400 BETHESDA MD 20814 1 1 0 0 SVP-Res. Marketing Initiatives Common Stock 289.09 I Spouse-401K Common Stock 285.536 I Spouse Common Stock 469.774 I Self-Trust Common Stock 1845 D Phantom Stock 2022-10-03 4 A 0 166.621 37.21 A Common Stock 166.621 2605.655 D Employee Stock Option 55.71 2019-05-03 2029-05-03 Common Stock 5000.0 5000 D Director Stock Option 55.71 2019-05-03 2029-05-03 Common Stock 2500.0 2500 D Employee Stock Option 50.0 2020-04-24 2030-04-24 Common Stock 10000.0 10000 D Director Stock Option 50.0 2020-04-24 2030-04-24 Common Stock 2500.0 2500 D Employee Stock Option 43.89 2021-05-07 2031-05-07 Common Stock 10000.0 10000 D Director Stock Option 43.89 2021-05-07 2031-05-07 Common Stock 2500.0 2500 D Employee Stock Option 47.9 2022-05-13 2032-05-13 Common Stock 10000.0 10000 D Director Stock Option 47.9 2022-05-13 2032-05-13 Common Stock 2500.0 2500 D Balance increased by July 29, 2022 Dividend Reinvestment Plan award of 3.319 shares. Shares owned in the reporting person's spouse's 401K account. The reporting person disclaims beneficial ownership of these shares. Balance increased by July 29, 2022 Dividend Reinvestment Plan award of 3.278 shares. Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. Balance increased by July 29, 2022 Dividend Reinvestment Plan award of 5.394 shares. Shares held in a trust, of which the reporting person is the sole beneficiary. 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. 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. Includes 28.003 shares ($50.7989/share) awarded July 29, 2022 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan. The options vest 25% per year over four years from the date of grant. /s/ Carlos L. Heard, by Power of Attorney 2022-10-05 EX-24 2 laycock-conformed.htm POA-LAYCOCK

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Carlos L. Heard, 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 an
officer 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 22nd day of March, 2021.


                            Signature: /s/ Willoughby B. Laycock
                            Name:  Willoughby B. Laycock