Saul B Francis II - Apr 1, 2022 Form 4 Insider Report for SAUL CENTERS, INC. (BFS)

Signature
Carlos L. Heard, by Power of Attorney
Stock symbol
BFS
Transactions as of
Apr 1, 2022
Transactions value $
$5,000
Form type
4
Date filed
4/6/2022, 07:06 AM
Previous filing
Jan 5, 2022
Next filing
May 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BFS Common Shares 4.07K Apr 1, 2022 See footnote F1
holding BFS Common Shares 3K Apr 1, 2022 See footnote F2
holding BFS Common Shares 35.1K Apr 1, 2022 See footnote F3
holding BFS Common Shares 404K Apr 1, 2022 See footnote F4
holding BFS Common Shares 534K Apr 1, 2022 See footnote F5
holding BFS Common Shares 2.77K Apr 1, 2022 See footnote F6
holding BFS Common Shares 146K Apr 1, 2022 See footnote F7
holding BFS Common Shares 8.32K Apr 1, 2022 See footnote F8
holding BFS Common Shares 77.2K Apr 1, 2022 Direct F9
holding BFS Common Shares 8.4M Apr 1, 2022 See footnote F10, F11
holding BFS Common Shares 139K Apr 1, 2022 See footnote F12, F13
holding BFS Common Shares 5.36K Apr 1, 2022 401K F14, F15
holding BFS Common Shares 118K Apr 1, 2022 401K F16, F17
holding BFS Common Shares 395K Apr 1, 2022 See footnote F18, F19
holding BFS Common Shares 354K Apr 1, 2022 See footnote F20, 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 $5K +92.5 +0.23% $54.08 39.8K Apr 1, 2022 Common Stock 92.5 Direct F22, F23, F24
holding BFS Director Stock Option 2.5K Apr 1, 2022 Common Stock 2.5K $51.07 Direct
holding BFS Director Stock Option 2.5K Apr 1, 2022 Common Stock 2.5K $57.74 Direct
holding BFS Director Stock Option 2.5K Apr 1, 2022 Common Stock 2.5K $59.41 Direct
holding BFS Director Stock Option 2.5K Apr 1, 2022 Common Stock 2.5K $49.46 Direct
holding BFS Director Stock Option 2.5K Apr 1, 2022 Common Stock 2.5K $55.71 Direct
holding BFS Director Stock Option 2.5K Apr 1, 2022 Common Stock 2.5K $50.00 Direct
holding BFS Director Stock Option 2.5K Apr 1, 2022 Common Stock 2.5K $43.89 Direct
holding BFS Units 8.81M Apr 1, 2022 Units 8.81M 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 January 31, 2022 Dividend Reinvestment Plan award of 912.506 shares.
F10 Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 41,963.075 shares.
F11 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.
F12 Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 1,640.837 shares.
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 Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 42.692 shares.
F15 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.
F16 Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 953.040 shares.
F17 These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
F18 Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 4,673.808 shares.
F19 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.
F20 Balance increased by January 31, 2022 Dividend Reinvestment Plan award of 4,182.991 shares.
F21 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.
F22 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.
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 468.671 shares ($47.6658/share) awarded January 31, 2022 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 March 31, 2022, 8,420,918 units are not convertible.