SAUL B FRANCIS II - 31 Dec 2024 Form 5 Insider Report for SAUL CENTERS, INC. (BFS)

Signature
/s/ Carlos L. Heard, by Power of Attorney
Issuer symbol
BFS
Transactions as of
31 Dec 2024
Net transactions value
$0
Form type
5
Filing time
07 Feb 2025, 10:29:02 UTC
Previous filing
21 May 2024
Next filing
10 Mar 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFS Common Stock Other $0 -4,072 -100% $0.000000 0 26 Jun 2024 See footnote F16
transaction BFS Common Stock Other $0 -3,000 -100% $0.000000 0 26 Jun 2024 See footnote F17
transaction BFS Common Stock Other $0 -8,321 -100% $0.000000 0 26 Jun 2024 See footnote F18
holding BFS Common Stock 35,062 31 Dec 2024 See footnote F1
holding BFS Common Shares 403,726 31 Dec 2024 See footnote F2
holding BFS Common Shares 533,756 31 Dec 2024 See footnote F3
holding BFS Common Stock 2,774 31 Dec 2024 See footnote F4
holding BFS Common Stock 146,218 31 Dec 2024 See footnote F5
holding BFS Common Stock 399,896 31 Dec 2024 See footnote F6
holding BFS Common Stock 357,901 31 Dec 2024 See footnote F7
holding BFS Common Stock 6,408 31 Dec 2024 401K F8, F9
holding BFS Common Stock 141,194 31 Dec 2024 401K F10, F11
holding BFS Common Stock 163,576 31 Dec 2024 See footnote F12, F13
holding BFS Common Stock 175,824 31 Dec 2024 Direct F14
holding BFS Common Stock 8,440,475 31 Dec 2024 See footnote 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 31 Dec 2024 Common Stock 2,500 $51.07 Direct
holding BFS Director Stock Option 2,500 31 Dec 2024 Common Stock 2,500 $57.74 Direct
holding BFS Director Stock Option 2,500 31 Dec 2024 Common Stock 2,500 $59.41 Direct
holding BFS Director Stock Option 2,500 31 Dec 2024 Common Stock 2,500 $49.46 Direct
holding BFS Director Stock Option 2,500 31 Dec 2024 Common Stock 2,500 $55.71 Direct
holding BFS Director Stock Option 2,500 31 Dec 2024 Common Stock 2,500 $50.00 Direct
holding BFS Director Stock Option 2,500 31 Dec 2024 Common Stock 2,500 $43.89 Direct
holding BFS Director Stock Option 2,500 31 Dec 2024 Common Stock 2,500 $47.90 Direct
holding BFS Director Stock Option 2,500 31 Dec 2024 Common Shares 2,500 $33.79 Direct
holding BFS Phantom Stock 48,044 31 Dec 2024 Common Stock 48,044 Direct F19, F20, F21
holding BFS Units 10,011,903 31 Dec 2024 Common Stock 10,011,903 Direct F22
holding BFS Performance Shares 20,000 31 Dec 2024 Common Stock 20,000 $0.000000 Direct F23
* 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 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.
F2 Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 261 shares.
F9 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.
F10 Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 5,757 shares.
F11 These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
F12 Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 4,879.189 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 July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 5,398.064 shares.
F15 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.
F16 B. Francis Saul II is the trustee of The Sharon Elizabeth Saul Trust (the SES Trust) and, as such, he may be deemed to beneficially own the securities held by the SES Trust. This transaction reflects the distribution of all shares held by the SES Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.
F17 B. Francis Saul II is the trustee of The Andrew M. Saul Trust (the AMS Trust) and, as such, he may be deemed to beneficially own the securities held by the AMS Trust. This transaction reflects the distribution of all shares held by the AMS Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.
F18 B. Francis Saul II is the trustee of The Patricia English Saul Trust (the PES Trust) and, as such, he may be deemed to beneficially own the securities held by the PES Trust. This transaction reflects the distribution of all shares held by the SES Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.
F19 Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
F20 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.
F21 Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 1,433.092 shares.
F22 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.
F23 The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 17, 2024 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 17, 2029, and (2) achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO) measured against an FFO amount included in the budget established by the Board of Directors annually prior to the start of such calendar year.