0000907254-23-000067.txt : 20230522 0000907254-23-000067.hdr.sgml : 20230522 20230522120542 ACCESSION NUMBER: 0000907254-23-000067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230518 FILED AS OF DATE: 20230522 DATE AS OF CHANGE: 20230522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAUL B FRANCIS II CENTRAL INDEX KEY: 0001027551 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] STATE OF INCORPORATION: MD FISCAL YEAR END: 0820 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12254 FILM NUMBER: 23943220 MAIL ADDRESS: STREET 1: 8401 CONNECTICUT AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAUL CENTERS, INC. CENTRAL INDEX KEY: 0000907254 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521833074 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-986-7737 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SAUL CENTERS INC DATE OF NAME CHANGE: 19930617 4 1 wf-form4_168477152896856.xml FORM 4 X0407 4 2023-05-18 0 0000907254 SAUL CENTERS, INC. BFS 0001027551 SAUL B FRANCIS II 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA MD 20814 1 1 1 0 Chairman & CEO 0 Common Stock 4072.379 I See footnote Common Stock 3000 I See footnote Common Stock 35062.399 I See footnote Common Stock 403725.625 I See footnote Common Stock 533756.255 I See footnote Common Stock 2773.782 I See footnote Common Stock 146218.251 I See footnote Common Stock 8320.625 I See footnote Common Stock 399896.143 I See footnote Common Stock 357901.258 I See footnote Common Stock 8440475.064 I See footnote Common Stock 5766 I 401K Common Stock 127037 I 401K Common Stock 148674.511 I See footnote Common Stock 2023-05-18 4 P 0 750 35.1793 A 114165.673 D Phantom Stock Common Stock 43262.076 43262.076 D Director Stock Option 51.07 2015-05-08 2025-05-08 Common Stock 2500.0 2500 D Director Stock Option 57.74 2016-05-06 2026-05-06 Common Stock 2500.0 2500 D Director Stock Option 59.41 2017-05-05 2027-05-05 Common Stock 2500.0 2500 D Director Stock Option 49.46 2018-05-11 2028-05-11 Common Stock 2500.0 2500 D Director Stock Option 55.71 2019-05-03 2029-05-03 Common Stock 2500.0 2500 D Director Stock Option 50.0 2020-04-24 2030-04-24 Common Stock 2500.0 2500 D Director Stock Option 43.89 2021-05-07 2031-05-07 Common Stock 2500.0 2500 D Units Units 8827873.0 8827873 D Director Stock Option 47.9 2022-05-13 2032-05-13 Common Stock 2500.0 2500 D Director Stock Option 33.79 2023-05-12 2033-05-12 Common Shares 2500.0 2500 D 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 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. 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 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 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. Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). 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 conversion of the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement. 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. /s/ Carlos L. Heard, by Power of Attorney 2023-05-22