Saul B Francis II - May 25, 2022 Form 4 Insider Report for SAUL CENTERS, INC. (BFS)

Role
Chairman & CEO, Director, 10%+ Owner
Signature
/s/ Carlos L. Heard, by Power of Attorney
Stock symbol
BFS
Transactions as of
May 25, 2022
Transactions value $
$60,225
Form type
4
Date filed
5/27/2022, 01:26 PM
Previous filing
May 17, 2022
Next filing
Jul 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFS Common Shares Purchase $60.2K +1.25K +1.6% $48.18 79.4K May 25, 2022 Direct F15
holding BFS Common Shares 4.07K May 25, 2022 See footnote F1
holding BFS Common Shares 3K May 25, 2022 See footnote F2
holding BFS Common Shares 35.1K May 25, 2022 See footnote F3
holding BFS Common Shares 404K May 25, 2022 See footnote F4
holding BFS Common Shares 534K May 25, 2022 See footnote F5
holding BFS Common Shares 2.77K May 25, 2022 See footnote F6
holding BFS Common Shares 146K May 25, 2022 See footnote F7
holding BFS Common Shares 8.32K May 25, 2022 See footnote F8
holding BFS Common Shares 8.44M May 25, 2022 See footnote F9
holding BFS Common Shares 140K May 25, 2022 See footnote F10
holding BFS Common Shares 5.4K May 25, 2022 401K F11
holding BFS Common Shares 119K May 25, 2022 401K F12
holding BFS Common Shares 400K May 25, 2022 See footnote F13
holding BFS Common Shares 358K May 25, 2022 See footnote F14

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
holding BFS Phantom Stock 39.8K May 25, 2022 Common Stock 39.8K Direct F16, F17
holding BFS Director Stock Option 2.5K May 25, 2022 Common Stock 2.5K $51.07 Direct
holding BFS Director Stock Option 2.5K May 25, 2022 Common Stock 2.5K $57.74 Direct
holding BFS Director Stock Option 2.5K May 25, 2022 Common Stock 2.5K $59.41 Direct
holding BFS Director Stock Option 2.5K May 25, 2022 Common Stock 2.5K $49.46 Direct
holding BFS Director Stock Option 2.5K May 25, 2022 Common Stock 2.5K $55.71 Direct
holding BFS Director Stock Option 2.5K May 25, 2022 Common Stock 2.5K $50.00 Direct
holding BFS Director Stock Option 2.5K May 25, 2022 Common Stock 2.5K $43.89 Direct
holding BFS Units 8.83M May 25, 2022 Units 8.83M Direct F18
holding BFS Director Stock Option 2.5K May 25, 2022 Common Shares 2.5K $47.90 Direct
* 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 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.
F10 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.
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 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.
F14 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.
F15 The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $47.94 to $48.22 The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F16 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.
F17 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.
F18 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 29, 2022, 8,475,873 units are not convertible.