SAUL CENTERS, INC. — Director's Dealing 2019

Jul 24, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2019-07-22

Reporting Person: SAUL B FRANCIS II (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-22	Common Shares	J	7620.63	$52.65	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	8320.63	Indirect
Common Shares	4072.38	Indirect
Common Shares	4607.005	Indirect
Common Shares	101507.196	Indirect
Common Shares	35062.40	Indirect
Common Shares	403725.63	Indirect
Common Shares	362027.398	Indirect
Common Shares	533756.255	Indirect
Common Shares	2773.782	Indirect
Common Shares	146218.251	Indirect
Common Shares	7886255.807	Indirect
Common Shares	109717.856	Indirect
Common Shares	314226.651	Indirect
Common Shares	38327.805	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$55.29		Common Stock (32487.977)	32487.977	Direct
Units	$53.76		Common Stock (7859763.0)	7859763	Indirect
Stock Option	$51.07	2025-05-08	Common Stock (2500.0)	2500	Direct
Stock Option	$57.74	2026-05-06	Common Stock (2500.0)	2500	Direct
Stock Option	$59.41	2027-05-05	Common Stock (2500.0)	2500	Direct
Stock Option	$49.46	2028-05-11	Common Stock (2500.0)	2500	Direct
Stock Option	$55.71	2029-05-03	Common Stock (2500.0)	2500	Direct

Footnotes

F1: Owned by The Patricia English Saul Trust, of which the reporting person is sole trustee. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.

F2: Owned by The Sharon Elizabeth Saul Trust, of which the reporting person is sole trustee. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.

F3: Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents Patricia E. Saul's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.

F4: Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.

F5: Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F6: Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer.

F7: Owned by B.F. Saul Property Company, which is a wholly-owned subsidiary of B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F8: Owned by Dearborn, L.L.C., the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

F9: Owned by Avenel Executive Park, PH II L.L.C., the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

F10: Owned by Saul Holdings Limited Partnership Unit Acquisition Corporation, the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

F11: Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

F12: Owned by Patricia E. Saul, the reporting person's spouse.

F13: Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F14: Reflects the involuntary transfer of the 7,620.63 shares held by The Elizabeth Willoughby Saul Trust (the "EWS Trust") to Elizabeth Willoughby Saul, the sole beneficiary of the EWS Trust. These shares were distributed in accordance with the terms of the EWS Trust upon its expiration. The Reporting Person previously disclaimed beneficial ownership of the shares held by the EWS Trust.

F15: Owned by The Elizabeth Willoughby Saul Trust, of which the reporting person is sole beneficiary. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.

F16: 1 for 1

F17: The conversion of phantom stock into shares of the issuer's common stock is governed pursuant to terms of the issuer's Deferred Compensation Plan under its 2004 Stock Plan, as amended, and the reporting person's Deferred Fee Agreement.

F18: Represents units of limited partnership interest of Saul Holdings Limited Partnership, of which the issuer is the general partner. Units are redeemable for an equal number of shares of the issuer's common stock. Subject to the restrictions on exercise discussed in the following sentence, units are exercisable at any time and have no expiration date. Units are only exercisable to the extent that such exercise would not cause the reporting person and certain affiliates to beneficially own collectively greater than 39.9% of the issuer's outstanding capital stock, as calculated pursuant to the issuer's Articles of Incorporation. As of May 31, 2019, 7,089,763 units are not convertible.