SAUL B FRANCIS II 5

Accession 0000907254-25-000010

CIK 0000907254other

View on SEC.gov Company Profile

Filed

Feb 6, 7:00 PM ET

Accepted

Feb 7, 10:29 AM ET

Size

40.0 KB

Accession

0000907254-25-000010

Insider Transaction Report

Form 5

Period: 2024-12-31

SAUL CENTERS, INC.BFS

SAUL B FRANCIS II

DirectorChief Executive Officer10% Owner

Transactions

Other
Common Stock
2024-06-26−3,000→ 0 total(indirect: See footnote)
Other
Common Stock
2024-06-26−8,320.625→ 0 total(indirect: See footnote)
Other
Common Stock
2024-06-26−4,072.379→ 0 total(indirect: See footnote)

Holdings

Common Stock
(indirect: See footnote)
163,575.689
Phantom Stock
→ Common Stock (48,043.763 underlying)
48,043.763
Common Stock
175,824.498
Director Stock Option
Exercise: $51.07From: 2015-05-08Exp: 2025-05-08→ Common Stock (2,500 underlying)
2,500
Common Stock
(indirect: See footnote)
35,062.399
Common Shares
(indirect: See footnote)
533,756.255
Common Stock
(indirect: See footnote)
146,218.251
Common Stock
(indirect: See footnote)
2,773.782
Common Stock
(indirect: By 401(k))
141,194
Director Stock Option
Exercise: $59.41From: 2017-05-05Exp: 2027-05-05→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (2,500 underlying)
2,500
Units
→ Common Stock (10,011,903 underlying)
10,011,903
Common Stock
(indirect: See footnote)
8,440,475.064
Director Stock Option
Exercise: $57.74From: 2016-05-06Exp: 2026-05-06→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $49.46From: 2018-05-11Exp: 2028-05-11→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (2,500 underlying)
2,500
Common Shares
(indirect: See footnote)
403,725.63
Common Stock
(indirect: See footnote)
357,901.258
Common Stock
(indirect: By 401(k))
6,408
Director Stock Option
Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Shares (2,500 underlying)
2,500
Performance Shares
Exercise: $0.00From: 2029-05-17Exp: 2029-05-17→ Common Stock (20,000 underlying)
20,000
Common Stock
(indirect: See footnote)
399,896.143
Director Stock Option
Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Stock (2,500 underlying)
2,500

Footnotes (23)

[F1]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.
[F10]Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 5,757 shares.
[F11]These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
[F12]Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 4,879.189 shares.
[F13]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.
[F14]Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 5,398.064 shares.
[F15]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.
[F16]B. Francis Saul II is the trustee of The Sharon Elizabeth Saul Trust (the SES Trust) and, as such, he may be deemed to beneficially own the securities held by the SES Trust. This transaction reflects the distribution of all shares held by the SES Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.
[F17]B. Francis Saul II is the trustee of The Andrew M. Saul Trust (the AMS Trust) and, as such, he may be deemed to beneficially own the securities held by the AMS Trust. This transaction reflects the distribution of all shares held by the AMS Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.
[F18]B. Francis Saul II is the trustee of The Patricia English Saul Trust (the PES Trust) and, as such, he may be deemed to beneficially own the securities held by the PES Trust. This transaction reflects the distribution of all shares held by the SES Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.
[F19]Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
[F2]Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer.
[F20]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.
[F21]Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 1,433.092 shares.
[F22]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.
[F23]The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 17, 2024 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 17, 2029, and (2) achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO) measured against an FFO amount included in the budget established by the Board of Directors annually prior to the start of such calendar year.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 261 shares.
[F9]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.

Documents

1 file

5
wk-form5_1738942135.xmlPrimary
FORM 5

Issuer

SAUL CENTERS, INC.

CIK 0000907254

→

Entity typeother

IncorporatedMD

Related Parties

filerCIK 0001027551

Filing Metadata

Form type: 5
Filed: Feb 6, 7:00 PM ET
Accepted: Feb 7, 10:29 AM ET
Size: 40.0 KB

View on SEC.gov