SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SAUL CENTERS INC [ BFS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/02/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 8,320.63 | I(1) | See footnote(1) | |||||||
Common Shares | 4,072.38 | I(2) | See footnote(2) | |||||||
Common Shares | 35,062.4 | I(3) | See footnote(3) | |||||||
Common Shares | 403,725.63 | I(4) | See footnote(4) | |||||||
Common Shares | 362,027.398 | I(5) | See footnote(5) | |||||||
Common Shares | 533,756.255 | I(6) | See footnote(6) | |||||||
Common Shares | 2,773.782 | I(7) | See footnote(7) | |||||||
Common Shares | 146,218.251 | I(8) | See footnote(8) | |||||||
Common Shares | 38,329.626(9) | D | ||||||||
Common Shares | 8,006,336.992(10) | I(11) | See footnote(11) | |||||||
Common Shares | 111,912.985(12) | I(13) | See footnote(13) | |||||||
Common Shares | 4,719.378(14) | I(15) | 401K(15) | |||||||
Common Shares | 103,988.527(16) | I(17) | 401K(17) | |||||||
Common Shares | 320,513.395(18) | I(19) | See footnote(19) | |||||||
Common Shares | 8,621.623 | I(20) | See footnote(20) | |||||||
Common Shares | 8,321.623 | I(21) | See footnote below(21) | |||||||
Common Shares | 3,000 | I(22) | Footnote(22) | |||||||
Common Shares | 6,121.623 | I(23) | See below(23) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Stock | $51.49(24) | 01/02/2020 | A | 120.411 | (25) | (25) | Common Stock | 120.411 | $51.49 | 33,398.606(26) | D | ||||
Units | $53.76(27) | (27) | (27) | Common Stock | 7,873,169 | 7,873,169 | I | See footnote | |||||||
Stock Option | $51.07 | 05/08/2015 | 05/08/2025 | Common Stock | 2,500 | 2,500 | D | ||||||||
Stock Option | $57.74 | 05/06/2016 | 05/06/2026 | Common Stock | 2,500 | 2,500 | D | ||||||||
Stock Option | $59.41 | 05/05/2017 | 05/05/2027 | Common Stock | 2,500 | 2,500 | D | ||||||||
Stock Option | $49.46 | 05/11/2018 | 05/11/2028 | Common Stock | 2,500 | 2,500 | D | ||||||||
Stock Option | $55.71 | 05/03/2019 | 05/03/2029 | Common Stock | 2,500 | 2,500 | D |
Explanation of Responses: |
1. Owned by The Patricia English Saul Trust, of which the reporting person is sole trustee. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares. |
2. Owned by The Sharon Elizabeth Saul Trust, of which the reporting person is sole trustee. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares. |
3. Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer. |
4. Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer. |
5. 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. |
6. 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. |
7. 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. |
8. Owned 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. |
9. Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 380.634 shares. |
10. Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 60,618.500 shares. |
11. Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner. |
12. Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 1,111.356 shares. |
13. Owned by Patricia E. Saul, the reporting person's spouse. |
14. Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 46.866 shares. |
15. 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. |
16. Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 1,032.662 shares. |
17. 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. |
18. Balance increased by October 31, 2019 Dividend Reinvestment Plan award of 3,182.869 shares. |
19. Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer. |
20. These securities are held directly by the Elizabeth W. Saul Irrevocable Trust, FBO Elizabeth W. Saul. As the Trustee, the reporting Person may be deemed to beneficially own the securities held by the Elizabeth W. Saul Trust Trust. |
21. These securities are held directly by the Patricia E. Saul Irrevocable Trust, FBO Patricia E. Saul. As the Trustee, the reporting Person may be deemed to beneficially own the securities held by the Patricia E. Saul Trust Trust. |
22. These securities are held directly by the Sharon E. Saul Irrevocable Trust, FBO Sharon E. Saul. As the Trustee, the reporting Person may be deemed to beneficially own the securities held by the Sharon E. Saul Trust Trust. |
23. These securities are held directly by the Andrew M. Saul Irrevocable Trust, FBO Andrew M. Saul. As the Trustee, the reporting Person may be deemed to beneficially own the securities held by the Andrew M. Saul Trust Trust. |
24. 1 for 1 |
25. 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. |
26. Includes 330.470 shares ($52.8407/share) awarded October 31, 2019 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. |
27. 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. As of September 30, 2019, 5,743,169 units are not convertible. |
Remarks: |
Scott V. Schneider, by Power of Attorney | 01/06/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |