SEC Form 4 · accession 0000907254-15-000020

SAUL CENTERS, INC. · BFS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Dec 9, 2014

Accepted (ET)

Jan 13, 2015 · 4:59 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000907254

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1	Dec 9, 2014	S	92	$55.72	D	2,743	I	401K
Common Shares^F1	Dec 15, 2014	S	2,743	$55.87	D	0	I	401K
Common Shares	holding	—	—		—	600	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock^F2,F3,F4	$57.08	holding	—	—	—	—	—	Common Stock	2,263	2,263	D
Stock Option	$39.29	holding	—	—	—	May 4, 2012	May 4, 2022	Common Stock	2,500	2,500	D
Stock Option	$44.42	holding	—	—	—	May 10, 2013	May 10, 2023	Common Stock	2,500	2,500	D
Stock Option	$47.03	holding	—	—	—	May 9, 2014	May 9, 2024	Common Stock	2,500	2,500	D

F1Effective April 1, 2009, shares formerly held by the BF Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represent the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan. The ownership was increased by 10.57 shares due to the reinvestment of the October 31, 2014 dividend. The ownership position was reduced by 92 shares on December 9, 2014 when the participant received a minimum required distribution and on December 14, 2014, the balance of the account was liquidated as required when the participant transferred his 401(k) plan assets to an IRA
F2Pursuant 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.
F31 for 1
F4The 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.