Saul B Francis II - Jul 1, 2021 Form 4 Insider Report for SAUL CENTERS, INC. (BFS)

Role: Chairman & CEO, Director, 10%+ Owner
Signature: Carlos L. Heard, by Power of Attorney
Stock symbol: BFS
Transactions as of: Jul 1, 2021
Transactions value $: $7,400
Form type: 4
Date filed: 7/2/2021, 02:08 PM
Previous filing: May 11, 2021
Next filing: Oct 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BFS	Common Shares						4.07K	Jul 1, 2021	See footnote	F1
holding	BFS	Common Shares						3K	Jul 1, 2021	See footnote	F2
holding	BFS	Common Shares						35.1K	Jul 1, 2021	See footnote	F3
holding	BFS	Common Shares						404K	Jul 1, 2021	See footnote	F4
holding	BFS	Common Shares						534K	Jul 1, 2021	See footnote	F5
holding	BFS	Common Shares						2.77K	Jul 1, 2021	See footnote	F6
holding	BFS	Common Shares						146K	Jul 1, 2021	See footnote	F7
holding	BFS	Common Shares						8.32K	Jul 1, 2021	See footnote	F8
holding	BFS	Common Shares						341K	Jul 1, 2021	See footnote	F9
holding	BFS	Common Shares						381K	Jul 1, 2021	See footnote	F10
holding	BFS	Common Shares						5.23K	Jul 1, 2021	401K	F11
holding	BFS	Common Shares						115K	Jul 1, 2021	401K	F12
holding	BFS	Common Shares						134K	Jul 1, 2021	See footnote	F13
holding	BFS	Common Shares						8.27M	Jul 1, 2021	See footnote	F14
holding	BFS	Common Shares						74.5K	Jul 1, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BFS	Phantom Stock	Award	$7.4K	+159	+0.42%	$46.41	38K	Jul 1, 2021	Common Stock	159	$46.41	Direct	F15, F16
holding	BFS	Director Stock Option						2.5K	Jul 1, 2021	Common Stock	2.5K	$51.07	Direct
holding	BFS	Director Stock Option						2.5K	Jul 1, 2021	Common Stock	2.5K	$57.74	Direct
holding	BFS	Director Stock Option						2.5K	Jul 1, 2021	Common Stock	2.5K	$59.41	Direct
holding	BFS	Director Stock Option						2.5K	Jul 1, 2021	Common Stock	2.5K	$49.46	Direct
holding	BFS	Director Stock Option						2.5K	Jul 1, 2021	Common Stock	2.5K	$55.71	Direct
holding	BFS	Director Stock Option						2.5K	Jul 1, 2021	Common Stock	2.5K	$50.00	Direct
holding	BFS	Director Stock Option						2.5K	Jul 1, 2021	Common Stock	2.5K	$43.89	Direct
holding	BFS	Units						8.07M	Jul 1, 2021	Units	8.07M		Direct	F17

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are held directly by The Sharon Elizabeth Saul Trust (the "SES Trust"). B Francis Saul II is the trustee of the SES Trust and, as such, he may be deemed to beneficially own the securities held by the SES Trust.
F2	These securities are held directly by The Andrew M. Saul Trust (the "AMS Trust"). B Francis Saul II is the trustee of the AMS Trust and, as such, he may be deemed to beneficially own the securities held by the AMS Trust.
F3	These securities are held directly by Van Ness Square Corporation ("Van Ness"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Van Ness and, as such, he may be deemed to beneficially own the securities held by Van Ness.
F4	These securities are held directly by Westminster Investing L.L.C. ("Westminster"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Westminster and, as such, he may be deemed to beneficially own the securities held by Westminster.
F5	These securities are held directly by Dearborn, L.L.C. ("Dearborn"). B. F. Saul Real Estate Investment Trust ("Saul Trust") is the sole member of Dearborn and, as such, it may be deemed to beneficially own the securities held by Dearborn. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
F6	These securities are held directly by Avenel Executive Park Phase II, L.L.C. ("Avenel"). Saul Trust is the sole member of Avenel and, as such, it may be deemed to beneficially own the securities held by Avenel. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
F7	These securities are held directly by SHLP Unit Acquisition Corp. ("SHLP"). Saul Trust is the sole shareholder of SHLP and, as such, it may be deemed to beneficially own the securities held by SHLP. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
F8	These securities are held directly by The Patricia English Saul Trust (the "PES Trust"). B Francis Saul II is the trustee of the PES Trust and, as such, he may be deemed to beneficially own the securities held by the PES Trust.
F9	These securities are held directly by the B.F. Saul Company. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of the B.F. Saul Company and, as such, he may be deemed to beneficially own the securities held by the B.F. Saul Company.
F10	These securities are held directly by B.F. Saul Property Company ("Saul Property"). B.F. Saul Company ("Saul Company") is the sole equity holder of Saul Property and, as such, it may be deemed to beneficially own the securities held by Saul Property. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
F11	These securities are held directly by a 401(k) plan of which Patricia E. Saul is a beneficiary. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.
F12	These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
F13	These securities are held directly by Patricia E. Saul. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.
F14	These securities are held directly by the Saul Trust. B. Francis Saul II is the Chairman of the Board and the majority equityholder and, as such, he may be deemed to beneficially own the securities held by the Saul Trust.
F15	Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
F16	The terms governing the conversion of the phantom stock into shares of the Issuer's common stock are contained in the Issuer's Deferred Compensation Plan, a copy of which has been filed with the Securities and Exchange Commission as part of the Issuer's proxy statement for its 2019 annual meeting.
F17	Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP"), of which the Issuer is the general partner. In general, the units are convertible into shares of the Issuer's common stock on a one-for-one basis provided that, in accordance with the Articles of Incorporation of the Issuer, the right to convert may not be exercised at any time that the B. Francis Saul II, family members of B. Francis Saul II, entities controlled by B. Francis Saul II and other affiliates of B. Francis Saul II beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the Issuer's outstanding common stock and preferred stock. As of April 1, 2021, 7,040,640 units are not convertible.