0000907254-23-000031.txt : 20230404
0000907254-23-000031.hdr.sgml : 20230404
20230404155209
ACCESSION NUMBER: 0000907254-23-000031
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230403
FILED AS OF DATE: 20230404
DATE AS OF CHANGE: 20230404
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: 23797077
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: 301-986-7737
MAIL ADDRESS:
STREET 1: 7501 WISCONSIN AVENUE
STREET 2: SUITE 1500
CITY: BETHESDA
STATE: MD
ZIP: 20814
FORMER COMPANY:
FORMER CONFORMED NAME: SAUL CENTERS INC
DATE OF NAME CHANGE: 19930617
4
1
wf-form4_168063791546096.xml
FORM 4
X0407
4
2023-04-03
0
0000907254
SAUL CENTERS, INC.
BFS
0001027551
SAUL B FRANCIS II
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA
MD
20814
1
1
1
0
Chairman & CEO
0
Common Stock
4072.379
I
See footnote
Common Stock
3000
I
See footnote
Common Stock
35062.399
I
See footnote
Common Stock
403725.625
I
See footnote
Common Stock
533756.255
I
See footnote
Common Stock
2773.782
I
See footnote
Common Stock
146218.251
I
See footnote
Common Stock
8320.625
I
See footnote
Common Stock
399896.143
I
See footnote
Common Stock
357901.258
I
See footnote
Common Stock
8440475.064
I
See footnote
Common Stock
5706
I
401K
Common Stock
125721
I
401K
Common Stock
146204.279
I
See footnote
Common Stock
101500.741
D
Phantom Stock
2023-04-03
4
A
0
160.166
38.71
A
Common Stock
160.166
42543.275
D
Director Stock Option
51.07
2015-05-08
2025-05-08
Common Stock
2500.0
2500
D
Director Stock Option
57.74
2016-05-06
2026-05-06
Common Stock
2500.0
2500
D
Director Stock Option
59.41
2017-05-05
2027-05-05
Common Stock
2500.0
2500
D
Director Stock Option
49.46
2018-05-11
2028-05-11
Common Stock
2500.0
2500
D
Director Stock Option
55.71
2019-05-03
2029-05-03
Common Stock
2500.0
2500
D
Director Stock Option
50.0
2020-04-24
2030-04-24
Common Stock
2500.0
2500
D
Director Stock Option
43.89
2021-05-07
2031-05-07
Common Stock
2500.0
2500
D
Units
Units
8827873.0
8827873
D
Director Stock Option
47.9
2022-05-13
2032-05-13
Common Stock
2500.0
2500
D
These securities are held directly by The Sharon Elizabeth Saul Trust (the "SES Trust"). B Francis Saul II is the trustee of the SES Trust and, as such, he may be deemed to beneficially own the securities held by the SES Trust.
These securities are held directly by The Andrew M. Saul Trust (the "AMS Trust"). B Francis Saul II is the trustee of the AMS Trust and, as such, he may be deemed to beneficially own the securities held by the AMS Trust.
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.
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.
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.
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.
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.
These securities are held directly by The Patricia English Saul Trust (the "PES Trust"). B Francis Saul II is the trustee of the PES Trust and, as such, he may be deemed to beneficially own the securities held by the PES Trust.
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.
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.
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.
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.
These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
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.
Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service.
The conversion of the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement.
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.
/s/ Carlos L. Heard, by Power of Attorney
2023-04-04