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Section 1: 4 (FORM 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SAUL B FRANCIS II
  2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC. [BFS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
(Last)
(First)
(Middle)
7501 WISCONSIN AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2020
(Street)

BETHESDA, MD 20814
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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               4,072.38 I(1) See footnote(1)
Common Shares               3,000 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               324,009.27 I(9) See footnote(9)
Common Shares               8,071,679.092 I(10) See footnote(10)
Units               7,915,125 I(11) See footnote(11)
Common Shares               4,941(12) I(13) 401K(13)
Common Shares               108,871(14) I(15) 401K(15)
Common Shares               8,320.63 I(16) See footnote(16)
Common Shares 08/20/2020   P   4,950 A $28.71(17) 122,047.229(18) I(19) See footnote(19)
Common Shares 08/21/2020   P   5,050 A $27.74(20) 127,097.229 I(19) See footnote(19)
Common Shares 08/20/2020   P   5,201 A $28.71(17) 55,692.722(21) D  
Common Shares 08/21/2020   P   5,049 A $27.74(20) 60,741.722 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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 $29.88(22)               (23)   (23) Common Stock 35,353.531   35,353.531(24) D  
Director Stock Option $51.07             05/08/2015 05/08/2025 Common Stock 2,500   2,500 D  
Director Stock Option $57.74             05/06/2016 05/06/2026 Common Stock 2,500   2,500 D  
Director Stock Option $59.41             05/05/2017 05/05/2027 Common Stock 2,500   2,500 D  
Director Stock Option $49.46             05/11/2018 05/11/2028 Common Stock 2,500   2,500 D  
Director Stock Option $55.71             05/03/2019 05/03/2029 Common Stock 2,500   2,500 D  
Director Stock Option $50             04/24/2020 04/24/2030 Common Stock 2,500   2,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SAUL B FRANCIS II
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA, MD 20814
  X   X   CEO & President  

Signatures

 Scott V. Schneider, by Power of Attorney   08/24/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) 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. As of August 20, 2020, 5,385,125 units are not convertible.
(12) Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 88.520 shares.
(13) 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.
(14) Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 1,950.396 shares.
(15) These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
(16) 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.
(17) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.19 to $29.28, inclusive. The reporting person undertakes to provide to Saul Centers, Inc., any security holder of Saul Centers, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(18) Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 2,102.811 shares.
(19) 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.
(20) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.40 to $28.13, inclusive. The reporting person undertakes to provide to Saul Centers, Inc., any security holder of Saul Centers, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(21) Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 906.721 shares.
(22) Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
(23) The terms governing the conversion of the phantom stock into shares of the Issuer's common stock are contained in the Issuer's Deferred Compensation Plan, a copy of which has been filed with the Securities and Exchange Commission as part of the Issuer's proxy statement for its 2019 annual meeting.
(24) Includes 634.872 shares ($28.9836/share) awarded July 31, 2020 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.

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Section 2: EX-24 (POA-BFS II)

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints 
Scott V Schneider, the undersigned?s true and lawful attorney-in-fact to:

    (1)    execute for and on behalf of the undersigned, in the undersigned?s capacity as a 
director of Saul Centers, Inc. (the ?Company?), Forms 3, 4 and 5 in accordance with Section 
16(a) of the Securities and Exchange Act of 1934 and the rules thereunder;

    (2)     do and perform any and all acts for and on behalf of the undersigned which may 
be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and 
execute any amendment or amendments thereto, and timely file such form with the United States 
Securities and Exchange Commission and any stock exchange or similarly authority; and

    (3)     take any other action of any type whatsoever in connection with the foregoing 
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or 
legally required by, the undersigned, it being understood that the documents executed by such 
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such 
form and shall contain such terms and conditions as such attorney-in-fact may approve in such 
attorney-in-fact?s discretion.

    The undersigned hereby grants to such attorney-in-fact full power and authority to do and 
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the 
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power of substitution or 
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of 
attorney and the rights and powers herein granted.  The undersigned acknowledges that the 
foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not 
assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply 
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no 
longer required to file Forms 3, 4, and 5 with respect to the undersigned?s holdings of and 
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a 
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of this 2nd day of December, 2004.



                        Signature:    /s/ B. Francis Saul II
                        Name:        B. Francis Saul II
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