SEC Form 4 · accession 0000907254-15-000074
SAUL CENTERS, INC. · BFS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
B Francis Saul II
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
May 8, 2015
Accepted (ET)
May 12, 2015 · 3:17 pm EDT
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 SharesF17 | May 8, 2015 | A | 200 | $51.07 | A | 31,767 | D | |
| Common Shares | May 11, 2015 | A | 750 | $51.14 | A | 32,517 | D | |
| Common SharesF1 | holding | — | — | — | 7,621 | I | See footnote | |
| Common SharesF2 | holding | — | — | — | 8,321 | I | See footnote | |
| Common SharesF3 | holding | — | — | — | 4,072 | I | See footnote | |
| Common SharesF4 | holding | — | — | — | 4,239 | I | 401K | |
| Common SharesF5 | holding | — | — | — | 94,030 | I | 401K | |
| Common SharesF6 | holding | — | — | — | 35,062 | I | See footnote | |
| Common SharesF7 | holding | — | — | — | 403,726 | I | See footnote | |
| Common SharesF8 | holding | — | — | — | 483,891 | I | See footnote | |
| Common SharesF9 | holding | — | — | — | 344,619 | I | See footnote | |
| Common SharesF10 | holding | — | — | — | 2,489 | I | See footnote | |
| Common SharesF11 | holding | — | — | — | 112,052 | I | See footnote | |
| Common SharesF12,F13 | holding | — | — | — | 7,221,603 | I | See footnote | |
| Common SharesF14 | holding | — | — | — | 271,774 | I | See footnote | |
| Common SharesF15,F16 | holding | — | — | — | 94,895 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option | $51.07 | May 8, 2015 | A | 2,500 | A | May 8, 2015 | May 8, 2025 | Common Shares | 2,500 | 2,500 | D |
| UnitsF19,F18 | $51.76 | holding | — | — | — | — | — | Common Stock | 7,244,781 | 7,244,781 | I |
| Phantom StockF22,F20,F21 | $50.21 | holding | — | — | — | — | — | Common Stock | 26,224 | 26,224 | D |
Explanation of responses
- F1Owned 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.
- F10Owned 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.
- F11Owned by Saul Holdings Limited Partnership Unit Acquisition Corporation, 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.
- F12Balance increased by April 30, 2015 Dividend Reinvestment Plan award of 24,837.075 shares.
- F13Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
- F14Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
- F15Balance increased by April 30, 2015 Dividend Reinvestment Plan award of 805.826 shares.
- F16Owned by Patricia E. Saul, the reporting person's spouse.
- F17Balance increased by April 30, 2015 Dividend Reinvestment Plan award of 268.062 shares.
- F18Represents 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.
- F19Balance increased by April 30, 2015 Dividend Reinvestment Plan award of 23,535 units for the B.F. Saul REIT and 1,729 units for the Dearborn Corporation.
- F2Owned 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.
- F201 for 1
- F21The 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.
- F22Includes 222.689 shares ($50.2075/share) awarded April 30, 2015 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and shares of phantom stock issued under the issuer's Deferred Compensation Stock Plan for Directors.
- F3Owned 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.
- F4Effective 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.
- F5Effective 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.
- F6Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
- F7Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
- F8Owned 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.
- F9Owned 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.