Saul B Francis II - Jan 3, 2022 Form 4 Insider Report for SAUL CENTERS, INC. (BFS)

Signature
Carlos L. Heard, by Power of Attorney
Stock symbol
BFS
Transactions as of
Jan 3, 2022
Transactions value $
$6,200
Form type
4
Date filed
1/5/2022, 12:48 PM
Previous filing
Oct 4, 2021
Next filing
Apr 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BFS Common Shares 4.07K Jan 3, 2022 See footnote F1
holding BFS Common Shares 3K Jan 3, 2022 See footnote F2
holding BFS Common Shares 35.1K Jan 3, 2022 See footnote F3
holding BFS Common Shares 404K Jan 3, 2022 See footnote F4
holding BFS Common Shares 534K Jan 3, 2022 See footnote F5
holding BFS Common Shares 2.77K Jan 3, 2022 See footnote F6
holding BFS Common Shares 146K Jan 3, 2022 See footnote F7
holding BFS Common Shares 8.32K Jan 3, 2022 See footnote F8
holding BFS Common Shares 350K Jan 3, 2022 See footnote F9, F10
holding BFS Common Shares 391K Jan 3, 2022 See footnote F11, F12
holding BFS Common Shares 5.31K Jan 3, 2022 401K F13, F14
holding BFS Common Shares 117K Jan 3, 2022 401K F15, F16
holding BFS Common Shares 137K Jan 3, 2022 See footnote F17, F18
holding BFS Common Shares 8.36M Jan 3, 2022 See footnote F19, F20
holding BFS Common Shares 76.3K Jan 3, 2022 Direct F21

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 $6.2K +116 +0.3% $53.67 39.2K Jan 3, 2022 Common Stock 116 $53.67 Direct F22, F23, F24
holding BFS Director Stock Option 2.5K Jan 3, 2022 Common Stock 2.5K $51.07 Direct
holding BFS Director Stock Option 2.5K Jan 3, 2022 Common Stock 2.5K $57.74 Direct
holding BFS Director Stock Option 2.5K Jan 3, 2022 Common Stock 2.5K $59.41 Direct
holding BFS Director Stock Option 2.5K Jan 3, 2022 Common Stock 2.5K $49.46 Direct
holding BFS Director Stock Option 2.5K Jan 3, 2022 Common Stock 2.5K $55.71 Direct
holding BFS Director Stock Option 2.5K Jan 3, 2022 Common Stock 2.5K $50.00 Direct
holding BFS Director Stock Option 2.5K Jan 3, 2022 Common Stock 2.5K $43.89 Direct
holding BFS Units 8.8M Jan 3, 2022 Units 8.8M Direct F25
* 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 Balance increased by October 29, 2021 Dividend Reinvestment Plan award of 4,180.694 shares.
F10 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.
F11 Balance increased by October 29, 2021 Dividend Reinvestment Plan award of 4,671.242 shares.
F12 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.
F13 Balance increased by October 29, 2021 Dividend Reinvestment Plan award of 42.692 shares.
F14 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.
F15 Balance increased by October 29, 2021 Dividend Reinvestment Plan award of 953.040 shares.
F16 These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
F17 Balance increased by October 29, 2021 Dividend Reinvestment Plan award of 1,639.937 shares.
F18 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.
F19 Balance increased by October 29, 2021 Dividend Reinvestment Plan award of 43,990.947 shares.
F20 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.
F21 Balance increased by October 29, 2021 Dividend Reinvestment Plan award of 912.005 shares.
F22 Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
F23 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.
F24 Includes 467.080 shares ($45.4639/share) awarded October 29, 2021 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.
F25 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 December 31, 2021, 8,256,214 units are not convertible.