-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWOwAOXQmb6Yf0XrKrc1UszeJQJ9zYGVvJ1qpNBQbVbviX/mA5NRl/008j38unz0 fG/XBFKmQvqzjiVnvJ9YPA== 0001181431-10-059919.txt : 20101207 0001181431-10-059919.hdr.sgml : 20101207 20101207165933 ACCESSION NUMBER: 0001181431-10-059919 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101203 FILED AS OF DATE: 20101207 DATE AS OF CHANGE: 20101207 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: 101237798 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 rrd293455.xml FORM 4 X0303 4 2010-12-03 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 7620.625 I See footnote Common Shares 4072.379 I See footnote Common Shares 8320.625 I See footnote Common Shares 81343.975 I See footnote Common Shares 291624.361 I See footnote Common Shares 402978.585 I See footnote Common Shares 35062.40 I See footnote Common Shares 236616.865 I See footnote Common Shares 1238.271 I See footnote Common Shares 403725.618 I See footnote Common Shares 99376.462 I 401K Common Shares 4187.589 I 401K Common Shares 2450.462 D Common Shares 2010-12-03 4 P 0 8000 43.7359 A 5179799.030 I See footnote Common Shares 2010-12-06 4 P 0 6710 44.0794 A 5186509.030 I See footnote Stock Option 25.78 2004-04-26 2014-04-26 Common Stock 2500 2500 D Stock Option 33.22 2005-05-06 2015-05-06 Common Stock 2500 2500 D Phantom Stock 42.46 Common Stock 19957.924 19957.924 D Stock Option 40.35 2006-05-01 2016-05-01 Common Stock 2500 2500 D Stock Option 54.17 2007-04-27 2017-04-27 Common Stock 2500 2500 D Units 23.16 Common Stock 5416415 5416415 I See footnote Stock Option 50.15 2008-04-25 2018-04-25 Common Stock 2500 2500 D Stock Option 32.68 2009-04-24 2019-04-24 Common Stock 2500 2500 D Stock Option 38.76 2010-05-07 2020-05-07 Common Stock 2500 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 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. 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 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. 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 Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer. Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer. 1 for 1 Pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and the Deferred Fee Agreement executed by the reporting person, the reporting person has elected to defer receipt of his director's fees, and receive phantom stock, the amount of which is calculated as the quotient of the dollar value of fees deferred, divided by the fair market value of the issuer's shares on the date the phantom stock is received. 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 Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer. Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner. 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. Units are held by B.F. Saul Real Estate Investment Trust (2,550,866 units), Dearborn, L.L.C. (1,815,922 units), B.F. Saul Property Company (224,496 units), Avenel Executive Park Phase II, L.L.C. (10,967 units), Van Ness Square Corporation (574,111 units) and Westminster Investing Corporation (240,053 units). 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. 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. 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. Scott V. Schneider, by Power of Attorney 2010-12-07 EX-24. 2 rrd263025_296793.htm POWER OF ATTORNEY rrd263025_296793.html 
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
-----END PRIVACY-ENHANCED MESSAGE-----