SAUL B FRANCIS II 4

Accession 0000907254-25-000051

CIK 0000907254other

View on SEC.gov Company Profile

Filed

May 12, 8:00 PM ET

Accepted

May 13, 5:24 PM ET

Size

35.6 KB

Accession

0000907254-25-000051

Insider Transaction Report

Form 4

Period: 2025-05-09

SAUL CENTERS, INC.BFS

SAUL B FRANCIS II

DirectorChief Executive Officer10% Owner

Transactions

Award
Performance Shares
2025-05-09+20,000→ 20,000 total
Exercise: $0.00From: 2030-05-09Exp: 2030-05-09→ Common Stock (20,000 underlying)
Award
Common Stock
2025-05-09+20,000→ 207,396.891 total

Holdings

Director Stock Option
Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Stock (2,500 underlying)
2,500
Phantom Stock
→ Common Stock (49,761.906 underlying)
49,761.906
Common Stock
(indirect: See footnote)
8,440,475.064
Common Stock
(indirect: By 401(k))
145,983
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
Director Stock Option
Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (2,500 underlying)
2,500
Common Stock
(indirect: See footnote)
2,773.782
Common Stock
(indirect: See footnote)
146,218.251
Common Stock
(indirect: See footnote)
399,896.143
Common Stock
(indirect: See footnote)
357,901.258
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: $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 (16,000 underlying)
16,000
Common Stock
(indirect: See footnote)
35,062.399
Common Stock
(indirect: See footnote)
403,725.625
Common Stock
(indirect: See footnote)
533,756.255
Common Stock
(indirect: By 401(k))
6,625
Common Stock
(indirect: See footnote)
169,425.573
Director Stock Option
Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (2,500 underlying)
2,500
Units
→ Common Stock (10,236,929 underlying)
10,236,929

Footnotes (19)

[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]These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
[F11]Balance increased by April 30, 2025 Dividend Reinvestment Plan award of 3,129.138 shares.
[F12]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.
[F13]Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 9, 2025 in equal annual installments, assuming continued employment.
[F14]Balance increased by April 30, 2025 Dividend Reinvestment Plan award of 2,980.855 shares.
[F15]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.
[F16]New phantom shares are issuable pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024 (the Deferred Compensation Plan), under its 2024 Stock Incentive Plan. Phantom shares issued prior to May 17, 2024, continue to be subject to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan.
[F17]The conversion of phantom shares issued on or after May 17, 2024, into shares of the Issuers common stock is governed pursuant to terms of the Issuers Deferred Compensation Plan under its 2024 Stock Plan and the reporting persons Deferred Fee Agreement. The conversion of phantom shares issued prior to May 17, 2024, into shares of the Issuers common stock is governed pursuant to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan and the reporting persons Deferred Fee Agreement.
[F18]Includes 919.059 shares awarded April 30, 2025 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.
[F19]The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 9, 2025 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 9, 2030, 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.
[F2]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.
[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]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.
[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

4
wk-form4_1747171480.xmlPrimary
FORM 4

Issuer

SAUL CENTERS, INC.

CIK 0000907254

→

Entity typeother

IncorporatedMD

Related Parties

filerCIK 0001027551

Filing Metadata

Form type: 4
Filed: May 12, 8:00 PM ET
Accepted: May 13, 5:24 PM ET
Size: 35.6 KB

View on SEC.gov