0000907254-18-000060.txt : 20180514 0000907254-18-000060.hdr.sgml : 20180514 20180514165212 ACCESSION NUMBER: 0000907254-18-000060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180511 FILED AS OF DATE: 20180514 DATE AS OF CHANGE: 20180514 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: 18831468 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: 3019866207 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 4 1 wf-form4_152633111830021.xml FORM 4 X0306 4 2018-05-11 0 0000907254 SAUL CENTERS INC BFS 0001027551 SAUL B FRANCIS II 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA MD 20814 1 1 1 0 Chief Executive Officer Common Shares 7620.63 I See footnote Common Shares 8320.63 I See footnote Common Shares 4072.38 I See footnote Common Shares 4445.26 I 401K Common Shares 97945.15 I 401K Common Shares 35062.40 I See footnote Common Shares 403725.63 I See footnote Common Shares 483890.56 I See footnote Common Shares 2488.98 I See footnote Common Shares 112051.95 I See footnote Common Shares 7546472.852 I See footnote Common Shares 105306.196 I See footnote Common Shares 362027.398 I See footnote Common Shares 301591.87 I See footnote Common Shares 2018-05-11 4 A 0 200 49.46 A 35874.876 D Phantom Stock 49.75 Common Stock 30554.919 30554.919 D Units 59.33 Common Stock 7622326.0 7622326 I See footnote Stock Option 51.07 2015-05-08 2025-05-08 Common Stock 2500.0 2500 D Stock Option 57.74 2016-05-06 2026-05-06 Common Stock 2500.0 2500 D Stock Option 59.41 2017-05-05 2027-05-05 Common Stock 2500.0 2500 D Stock Option 49.46 2018-05-11 4 A 0 2500 49.46 A 2018-05-11 2028-05-11 Common Stock 2500.0 2500 D 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. Owned by the Patricia English 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. Owned by The Sharon Elizabeth 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. 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. 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. Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer. Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer. 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. 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. 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. Balance increased by April 30, 2018 Dividend Reinvestment Plan award of 35,564.900 shares. Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner. Balance increased by April 30, 2018 Dividend Reinvestment Plan award of 1,139.285 shares. Owned by Patricia E. Saul, the reporting person's spouse. 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. Balance increased by April 30, 2018 Dividend Reinvestment Plan award of 3,262.857 shares. Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer. Balance increased by April 30, 2018 Dividend Reinvestment Plan award of 385.959 shares. 1 for 1 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. Includes 330.567 shares ($47.5445/share) awarded April 30, 2018 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. 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. Scott V. Schneider, by Power of Attorney 2018-05-14 EX-24 2 bfsaulii-conformed.htm POA-BFS II

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Scott V Schneider, the undersigned?s true and lawful attorney-in-fact to:

    (1)    execute for and on behalf of the undersigned, in the undersigned?s capacity as a
director of Saul Centers, Inc. (the ?Company?), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities and Exchange Act of 1934 and the rules thereunder;

    (2)     do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similarly authority; and

    (3)     take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact?s discretion.

    The undersigned hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned?s holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of December, 2004.



                        Signature:    /s/ B. Francis Saul II
                        Name:        B. Francis Saul II