SAUL B FRANCIS II - 06 Mar 2024 Form 4 Insider Report for SAUL CENTERS, INC. (BFS)

Signature
/s/ Carlos L. Heard, by Power of Attorney
Issuer symbol
BFS
Transactions as of
06 Mar 2024
Net transactions value
+$378,078
Form type
4
Filing time
08 Mar 2024, 17:28:55 UTC
Previous filing
04 Jan 2024
Next filing
21 May 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFS Common Stock Purchase $325,107 +8,600 +6.2% $37.80 146,706 06 Mar 2024 Direct F16
transaction BFS Common Stock Purchase $52,972 +1,400 +0.95% $37.84 148,106 07 Mar 2024 Direct
holding BFS Common Stock 4,072 06 Mar 2024 See footnote F1
holding BFS Common Stock 3,000 06 Mar 2024 See footnote F2
holding BFS Common Stock 35,062 06 Mar 2024 See footnote F3
holding BFS Common Stock 403,726 06 Mar 2024 See footnote F4
holding BFS Common Stock 533,756 06 Mar 2024 See footnote F5
holding BFS Common Stock 2,774 06 Mar 2024 See footnote F6
holding BFS Common Stock 146,218 06 Mar 2024 See footnote F7
holding BFS Common Stock 8,321 06 Mar 2024 See footnote F8
holding BFS Common Stock 399,896 06 Mar 2024 See footnote F9
holding BFS Common Stock 357,901 06 Mar 2024 See footnote F10
holding BFS Common Stock 134,281 06 Mar 2024 401K F11
holding BFS Common Stock 6,094 06 Mar 2024 401K F12
holding BFS Common Stock 8,440,475 06 Mar 2024 See footnote F13
holding BFS Common Stock 156,074 06 Mar 2024 See footnote F14, F15

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 Director Stock Option 2,500 06 Mar 2024 Common Stock 2,500 $51.07 Direct
holding BFS Director Stock Option 2,500 06 Mar 2024 Common Stock 2,500 $57.74 Direct
holding BFS Director Stock Option 2,500 06 Mar 2024 Common Stock 2,500 $59.41 Direct
holding BFS Director Stock Option 2,500 06 Mar 2024 Common Stock 2,500 $49.46 Direct
holding BFS Director Stock Option 2,500 06 Mar 2024 Common Stock 2,500 $55.71 Direct
holding BFS Director Stock Option 2,500 06 Mar 2024 Common Stock 2,500 $50.00 Direct
holding BFS Director Stock Option 2,500 06 Mar 2024 Common Stock 2,500 $43.89 Direct
holding BFS Director Stock Option 2,500 06 Mar 2024 Common Stock 2,500 $47.90 Direct
holding BFS Director Stock Option 2,500 06 Mar 2024 Common Shares 2,500 $33.79 Direct
holding BFS Phantom Stock 48,840 06 Mar 2024 Common Stock 48,840 Direct F17, F18, F19
holding BFS Units 9,886,920 06 Mar 2024 Common Stock 9,886,920 Direct F20
* 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 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.
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 These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
F12 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.
F13 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.
F14 Balance increased by January 31, 2024 Dividend Reinvestment Plan award of 2,404.347 shares.
F15 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.
F16 Balance increased by January 31, 2024 Dividend Reinvestment Plan award of 2,127.545 shares.
F17 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.
F18 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.
F19 Balance increased by January 31, 2024 Dividend Reinvestment Plan award of 706.181 shares.
F20 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.