0000907254-25-000081.txt : 20250521 0000907254-25-000081.hdr.sgml : 20250521 20250521162046 ACCESSION NUMBER: 0000907254-25-000081 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250517 FILED AS OF DATE: 20250521 DATE AS OF CHANGE: 20250521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAUL B FRANCIS II CENTRAL INDEX KEY: 0001027551 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] ORGANIZATION NAME: 05 Real Estate & Construction STATE OF INCORPORATION: MD FISCAL YEAR END: 0820 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12254 FILM NUMBER: 25973418 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] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 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 wk-form4_1747858837.xml FORM 4 X0508 4 2025-05-17 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 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 399896.143 I See footnote Common Stock 357901.258 I See footnote Common Stock 8440475.064 I See footnote Common Stock 6625 I 401K Common Stock 145983 I 401K Common Stock 169425.573 I See footnote Common Stock 2025-05-17 4 A 0 274 34.39 A 217670.891 D Director Stock Option 57.74 2016-05-06 2026-05-06 Common Stock 2500 2500 D Director Stock Option 59.41 2017-05-05 2027-05-05 Common Stock 2500 2500 D Director Stock Option 49.46 2018-05-11 2028-05-11 Common Stock 2500 2500 D Director Stock Option 55.71 2019-05-03 2029-05-03 Common Stock 2500 2500 D Director Stock Option 50 2020-04-24 2030-04-24 Common Stock 2500 2500 D Director Stock Option 43.89 2021-05-07 2031-05-07 Common Stock 2500 2500 D Director Stock Option 47.90 2022-05-13 2032-05-13 Common Stock 2500 2500 D Director Stock Option 33.79 2023-05-12 2033-05-12 Common Shares 2500 2500 D Units Common Stock 10236929 10236929 D Phantom Stock Common Stock 49761.906 49761.906 D Performance Shares 0 2029-05-17 2029-05-17 Common Stock 16000 16000 D Performance Shares 0 2030-05-09 2030-05-09 Common Stock 20000 20000 D 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 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. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 17, 2025. 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. 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. 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. /s/ Carlos L. Heard, by Power of Attorney 2025-05-21