Filing Details

Accession Number:
0000907254-20-000078
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-09-23 16:30:58
Reporting Period:
2020-09-22
Accepted Time:
2020-09-23 16:30:58
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Shares Disposition 2020-08-31 250 $28.02 60,492 No 5 G Direct
Common Shares Acquisiton 2020-09-22 10,000 $24.94 70,492 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 5 G 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
Common Shares 127,097 Indirect See footnote
Reported Derivative Holdings
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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
  14. 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.
  15. 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.
  16. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.72 to $25.09, inclusive.
  17. Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
  18. 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.