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Filing Details

Accession Number:: 0000907254-23-000014
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2023-03-22 15:22:24
Reporting Period:: 2023-03-16

Accepted Time:: 2023-03-22 15:22:24
Original Submission Date:: 2023-03-20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
907254	Saul Centers Inc.	BFS	Real Estate Investment Trusts (6798)	521833074

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1027551	Ii Francis B Saul	7501 Wisconsin Avenue 15Th Floor Bethesda MD 20814	Chairman & Ceo	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-03-16	2,835	$36.84	91,501	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	4,072	Indirect	See footnote
Common Stock	3,000	Indirect	See footnote
Common Stock	35,062	Indirect	See footnote
Common Stock	403,726	Indirect	See footnote
Common Stock	533,756	Indirect	See footnote
Common Stock	2,774	Indirect	See footnote
Common Stock	146,218	Indirect	See footnote
Common Stock	8,321	Indirect	See footnote
Common Stock	399,896	Indirect	See footnote
Common Stock	357,901	Indirect	See footnote
Common Stock	8,440,475	Indirect	See footnote
Common Stock	5,706	Indirect	401K
Common Stock	125,721	Indirect	401K
Common Stock	146,204	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Phantom Stock	$0.00			42,383	42,383	Direct
Common Stock	Director Stock Option	$51.07	2015-05-08	2025-05-08	2,500	2,500	Direct
Common Stock	Director Stock Option	$57.74	2016-05-06	2026-05-06	2,500	2,500	Direct
Common Stock	Director Stock Option	$59.41	2017-05-05	2027-05-05	2,500	2,500	Direct
Common Stock	Director Stock Option	$49.46	2018-05-11	2028-05-11	2,500	2,500	Direct
Common Stock	Director Stock Option	$55.71	2019-05-03	2029-05-03	2,500	2,500	Direct
Common Stock	Director Stock Option	$50.00	2020-04-24	2030-04-24	2,500	2,500	Direct
Common Stock	Director Stock Option	$43.89	2021-05-07	2031-05-07	2,500	2,500	Direct
Units	Units	$0.00			8,827,873	8,827,873	Direct
Common Stock	Director Stock Option	$47.90	2022-05-13	2032-05-13	2,500	2,500	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	42,383	42,383	Direct
2025-05-08	2,500	2,500	Direct
2026-05-06	2,500	2,500	Direct
2027-05-05	2,500	2,500	Direct
2028-05-11	2,500	2,500	Direct
2029-05-03	2,500	2,500	Direct
2030-04-24	2,500	2,500	Direct
2031-05-07	2,500	2,500	Direct
	8,827,873	8,827,873	Direct
2032-05-13	2,500	2,500	Direct

Footnotes

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.
This Form 4 Amendment amends and restates in its entirety the Form 4 originally filed by the reporting person on March 20, 2023 (Original Form 4). The Transaction Code has been corrected to reflect the reporting person's open market purchase of shares. No other changes have been made to the Original Form 4.
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.