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Filing Details

Accession Number:: 0000907254-22-000061
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-05-27 13:26:35
Reporting Period:: 2022-05-25

Accepted Time:: 2022-05-27 13:26:35
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	Chairman & Ceo	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	2022-05-25	1,250	$48.18	79,352	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
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	533,756	Indirect	See footnote
Common Shares	2,774	Indirect	See footnote
Common Shares	146,218	Indirect	See footnote
Common Shares	8,321	Indirect	See footnote
Common Shares	8,441,688	Indirect	See footnote
Common Shares	140,440	Indirect	See footnote
Common Shares	5,400	Indirect	401K
Common Shares	119,023	Indirect	401K
Common Shares	400,033	Indirect	See footnote
Common Shares	358,289	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	$0.00			39,753	39,753	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
Common Stock	Director Stock Option	$43.89	2021-05-07	2031-05-07	2,500	2,500	Direct
Units	Units	$0.00			8,827,873	8,827,873	Direct
Common Shares	Director Stock Option	$47.90	2022-05-13	2032-05-13	2,500	2,500	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	39,753	39,753	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
2031-05-07	2,500	2,500	Direct
	8,827,873	8,827,873	Direct
2032-05-13	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 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 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.
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.
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.
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.
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 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 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.
The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $47.94 to $48.22 The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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.
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.
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 April 29, 2022, 8,475,873 units are not convertible.