SEC Form 4 · accession 0000907254-17-000007
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
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 1:20 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 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 | — | — | — | 4,220 | I | 401K | |
| Common SharesF5 | holding | — | — | — | 92,983 | I | 401K | |
| Common SharesF6,F7 | holding | — | — | — | 35,062 | I | See footnote | |
| Common SharesF8,F9 | holding | — | — | — | 403,726 | I | See footnote | |
| Common SharesF10,F11 | holding | — | — | — | 483,891 | I | See footnote | |
| Common SharesF12,F13 | holding | — | — | — | 362,027 | I | See footnote | |
| Common SharesF14,F15 | holding | — | — | — | 2,489 | I | See footnote | |
| Common SharesF16,F17 | holding | — | — | — | 112,052 | I | See footnote | |
| Common SharesF18,F19 | holding | — | — | — | 7,337,400 | I | See footnote | |
| Common SharesF20,F21 | holding | — | — | — | 285,503 | I | See footnote | |
| Common SharesF22,F23 | holding | — | — | — | 99,689 | I | See footnote | |
| Common SharesF24 | holding | — | — | — | 33,575 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF27,F25,F26 | $65.96 | Jan 3, 2017 | A | 94 | A | — | — | Common Stock | 94 | 28,391 | D |
| UnitsF28 | $51.76 | holding | — | — | — | — | — | Common Stock | 7,430,516 | 7,430,516 | I |
| Stock Option | $51.07 | holding | — | — | — | May 8, 2015 | May 8, 2025 | Common Stock | 2,500 | 2,500 | D |
| Stock Option | $57.74 | holding | — | — | — | May 6, 2016 | May 6, 2026 | Common Stock | 2,500 | 2,500 | 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.
- F10A Form 4 filed on October 4, 2016 reported an overstatement of 3,464.791 shares. The current Form 4 reflects this correction
- F11Owned 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.
- F12Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 2,951.404 shares.
- F13Owned 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.
- F14A Form 4 filed on October 4, 2016 reported an overstatement of 17.822 shares. The current Form 4 reflects this correction.
- F15Owned 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.
- F16A Form 4 filed on October 4, 2016 reported an overstatement of 802.323 shares. The current Form 4 reflects this correction.
- F17Owned 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.
- F18A Form 4 filed on October 4, 2016 reported an increase of 20,764.809 shares; whereas, an increase of 16,755.053 shares should have been reported. The current Form 4 reflects this correction, plus an increase of 19,233.493 shares due to an October 28, 2016 Dividend Reinvestment Plan award.
- F19Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
- 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.
- F20Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 2,327.546 shares.
- F21Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
- F22Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 812.704 shares.
- F23Owned by Patricia E. Saul, the reporting person's spouse.
- F24Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 273.719 shares.
- F251 for 1
- F26The 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.
- F27Includes 230.687 shares ($57.1815/share) awarded October 28, 2016 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.
- F28Represents 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.
- 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.
- F6A Form 4 filed on October 4, 2016 reported an overstatement of 251.057 shares. The current Form 4 reflects this correction
- F7Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
- F8A Form 4 filed on October 4, 2016 reported an overstatement of 2,890.788 shares. The current Form 4 reflects this correction
- F9Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.