Filing Details

Accession Number:
0001181431-10-057610
Form Type:
4
Zero Holdings:
No
Publication Time:
2010-11-24 15:59:33
Reporting Period:
2010-11-22
Filing Date:
2010-11-24
Accepted Time:
2010-11-24 15:59:33
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
907254 Saul Centers Inc BFS Real Estate Investment Trusts (6798) 521833074
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1027551 Ii Francis B Saul 7501 Wisconsin Avenue
15Th Floor
Bethesda MD 20814
Chief Executive Officer Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Shares Acquisiton 2010-11-22 8,000 $43.54 5,128,116 No 4 P Indirect See footnote
Common Shares Acquisiton 2010-11-23 8,000 $43.31 5,136,116 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnote
No 4 P Indirect See footnote
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Shares 7,621 Indirect See footnote
Common Shares 4,072 Indirect See footnote
Common Shares 8,321 Indirect See footnote
Common Shares 81,344 Indirect See footnote
Common Shares 291,624 Indirect See footnote
Common Shares 402,979 Indirect See footnote
Common Shares 35,062 Indirect See footnote
Common Shares 236,617 Indirect See footnote
Common Shares 1,238 Indirect See footnote
Common Shares 403,726 Indirect See footnote
Common Shares 99,376 Indirect 401K
Common Shares 4,188 Indirect 401K
Common Shares 2,450 Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Stock Option $25.78 2004-04-26 2014-04-26 2,500 2,500 Direct
Common Stock Stock Option $33.22 2005-05-06 2015-05-06 2,500 2,500 Direct
Common Stock Phantom Stock $42.46 19,958 19,958 Direct
Common Stock Stock Option $40.35 2006-05-01 2016-05-01 2,500 2,500 Direct
Common Stock Stock Option $54.17 2007-04-27 2017-04-27 2,500 2,500 Direct
Common Stock Units $23.16 5,416,415 5,416,415 Indirect
Common Stock Stock Option $50.15 2008-04-25 2018-04-25 2,500 2,500 Direct
Common Stock Stock Option $32.68 2009-04-24 2019-04-24 2,500 2,500 Direct
Common Stock Stock Option $38.76 2010-05-07 2020-05-07 2,500 2,500 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
2014-04-26 2,500 2,500 Direct
2015-05-06 2,500 2,500 Direct
19,958 19,958 Direct
2016-05-01 2,500 2,500 Direct
2017-04-27 2,500 2,500 Direct
5,416,415 5,416,415 Indirect
2018-04-25 2,500 2,500 Direct
2019-04-24 2,500 2,500 Direct
2020-05-07 2,500 2,500 Direct
Footnotes
  1. Owned by the Elizabeth Willoughby Saul Trust, of which the reporting person is sole beneficiary. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.
  2. Owned by The Sharon Elizabeth Saul Trust, of which the reporting person is sole beneficiary. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.
  3. Owned by the Patricia English Saul Trust, of which the reporting person is sole beneficiary. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.
  4. Owned by Patricia E. Saul, the reporting person's spouse.
  5. Owned by B.F. Saul Property Company, which is a wholly-owned subsidiary of B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
  6. Owned by Dearborn, L.L.C., the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
  7. Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
  8. Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
  9. 1 for 1
  10. Pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and the Deferred Fee Agreement executed by the reporting person, the reporting person has elected to defer receipt of his director's fees, and receive phantom stock, the amount of which is calculated as the quotient of the dollar value of fees deferred, divided by the fair market value of the issuer's shares on the date the phantom stock is received.
  11. Owned by Avenel Executive Park, PH II L.L.C., the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
  12. Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
  13. Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
  14. Represents units of limited partnership interest of Saul Holdings Limited Partnership, of which the issuer is the general partner. Units are redeemable for an equal number of shares of the issuer's common stock. Subject to the restrictions on exercise discussed in the following sentence, units are exercisable at any time and have no expiration date. Units are only exercisable to the extent that such exercise would not cause the reporting person and certain affiliates to beneficially own collectively greater than 39.9% of the issuer's outstanding capital stock, as calculated pursuant to the issuer's Articles of Incorporation.
  15. Units are held by B.F. Saul Real Estate Investment Trust (2,550,866 units), Dearborn, L.L.C. (1,815,922 units), B.F. Saul Property Company (224,496 units), Avenel Executive Park Phase II, L.L.C. (10,967 units), Van Ness Square Corporation (574,111 units) and Westminster Investing Corporation (240,053 units).
  16. Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.
  17. Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents Patricia E. Saul's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.
  18. The conversion of phantom stock into shares of the issuer's common stock is governed pursuant to terms of the issuer's Deferred Compensation Plan under its 2004 Stock Plan, as amended, and the reporting person's Deferred Fee Agreement.