SAUL CENTERS, INC. — Director's Dealing 2020

Jan 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2020-01-02

Reporting Person: SAUL B FRANCIS II (Director, CEO & President, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-02	Phantom Stock	$51.49	A	120.411	Acquired		Common Stock (120.411)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	8320.63	Indirect
Common Shares	4072.38	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	38329.626	Direct
Common Shares	8006336.992	Indirect
Common Shares	111912.985	Indirect
Common Shares	4719.378	Indirect
Common Shares	103988.527	Indirect
Common Shares	320513.395	Indirect
Common Shares	8621.623	Indirect
Common Shares	8321.623	Indirect
Common Shares	3000	Indirect
Common Shares	6121.623	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Units	$53.76		Common Stock (7873169.0)	7873169	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: Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F4: Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 380.634 shares.

F10: Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 60,618.500 shares.

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: Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 1,111.356 shares.

F13: Owned by Patricia E. Saul, the reporting person's spouse.

F14: Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 46.866 shares.

F15: 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.

F16: Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 1,032.662 shares.

F17: 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.

F18: Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 3,182.869 shares.

F19: Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F20: These securities are held directly by the Elizabeth W. Saul Irrevocable Trust, FBO Elizabeth W. Saul. As the Trustee, the reporting Person may be deemed to beneficially own the securities held by the Elizabeth W. Saul Trust Trust.

F21: These securities are held directly by the Patricia E. Saul Irrevocable Trust, FBO Patricia E. Saul. As the Trustee, the reporting Person may be deemed to beneficially own the securities held by the Patricia E. Saul Trust Trust.

F22: These securities are held directly by the Sharon E. Saul Irrevocable Trust, FBO Sharon E. Saul. As the Trustee, the reporting Person may be deemed to beneficially own the securities held by the Sharon E. Saul Trust Trust.

F23: These securities are held directly by the Andrew M. Saul Irrevocable Trust, FBO Andrew M. Saul. As the Trustee, the reporting Person may be deemed to beneficially own the securities held by the Andrew M. Saul Trust Trust.

F24: 1 for 1

F25: 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.

F26: Includes 330.470 shares ($52.8407/share) awarded October 31, 2019 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and shares of phantom stock issued under the issuer's Deferred Compensation Stock Plan for Directors.

F27: 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 September 30, 2019, 5,743,169 units are not convertible.