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Filing Details

Accession Number:: 0000907254-20-000075
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-08-24 17:16:37
Reporting Period:: 2020-08-20

Accepted Time:: 2020-08-24 17:16:37
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	Ceo & President	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2020-08-20	4,950	$28.71	122,047	No	4	P	Indirect	See footnote
Common Shares	Acquisiton	2020-08-21	5,050	$27.74	127,097	No	4	P	Indirect	See footnote
Common Shares	Acquisiton	2020-08-20	5,201	$28.71	55,693	No	4	P	Direct
Common Shares	Acquisiton	2020-08-21	5,049	$27.74	60,742	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Direct
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Shares	4,072	Indirect	See footnote
Common Shares	3,000	Indirect	See footnote
Common Shares	35,062	Indirect	See footnote
Common Shares	403,726	Indirect	See footnote
Common Shares	362,027	Indirect	See footnote
Common Shares	533,756	Indirect	See footnote
Common Shares	2,774	Indirect	See footnote
Common Shares	146,218	Indirect	See footnote
Common Shares	324,009	Indirect	See footnote
Common Shares	8,071,679	Indirect	See footnote
Units	7,915,125	Indirect	See footnote
Common Shares	4,941	Indirect	401K
Common Shares	108,871	Indirect	401K
Common Shares	8,321	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Phantom Stock	$29.88			35,354	35,354	Direct
Common Stock	Director Stock Option	$51.07	2015-05-08	2025-05-08	2,500	2,500	Direct
Common Stock	Director Stock Option	$57.74	2016-05-06	2026-05-06	2,500	2,500	Direct
Common Stock	Director Stock Option	$59.41	2017-05-05	2027-05-05	2,500	2,500	Direct
Common Stock	Director Stock Option	$49.46	2018-05-11	2028-05-11	2,500	2,500	Direct
Common Stock	Director Stock Option	$55.71	2019-05-03	2029-05-03	2,500	2,500	Direct
Common Stock	Director Stock Option	$50.00	2020-04-24	2030-04-24	2,500	2,500	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	35,354	35,354	Direct
2025-05-08	2,500	2,500	Direct
2026-05-06	2,500	2,500	Direct
2027-05-05	2,500	2,500	Direct
2028-05-11	2,500	2,500	Direct
2029-05-03	2,500	2,500	Direct
2030-04-24	2,500	2,500	Direct

Footnotes

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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 August 20, 2020, 5,385,125 units are not convertible.
Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 88.520 shares.
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.
Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 1,950.396 shares.
These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.19 to $29.28, inclusive. The reporting person undertakes to provide to Saul Centers, Inc., any security holder of Saul Centers, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 2,102.811 shares.
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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.40 to $28.13, inclusive. The reporting person undertakes to provide to Saul Centers, Inc., any security holder of Saul Centers, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 906.721 shares.
Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
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.
Includes 634.872 shares ($28.9836/share) awarded July 31, 2020 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.