Sec Form 4 Filing - SAUL B FRANCIS II @ SAUL CENTERS INC - 2018-04-02

Insider filing report for Changes in Beneficial Ownership
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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
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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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)
Chief Executive Officer
(Last) (First) (Middle)
7501 WISCONSIN AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2018
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 7,620.63 I ( 1 ) See footnote ( 1 )
Common Shares 8,320.63 I ( 2 ) See footnote ( 2 )
Common Shares 4,072.38 I ( 3 ) See footnote ( 3 )
Common Shares 4,404.47 I ( 4 ) 401K ( 4 )
Common Shares 97,046.26 I ( 5 ) 401K ( 5 )
Common Shares 35,062.4 I ( 6 ) See footnote ( 6 )
Common Shares 403,725.63 I ( 7 ) See footnote ( 7 )
Common Shares 483,890.56 I ( 8 ) See footnote ( 8 )
Common Shares 2,488.98 I ( 9 ) See footnote ( 9 )
Common Shares 112,051.95 I ( 10 ) See footnote ( 10 )
Common Shares 35,288.92 ( 11 ) D
Common Shares 7,510,907.95 ( 12 ) I ( 13 ) See footnote ( 13 )
Common Shares 104,166.911 ( 14 ) I ( 15 ) See footnote ( 15 )
Common Shares 362,027.398 ( 16 ) I ( 17 ) See footnote ( 17 )
Common Shares 298,329.012 ( 18 ) I ( 19 ) See footnote ( 19 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 $ 49.75 ( 20 ) 04/02/2018 A 124.624 ( 21 ) ( 21 ) Common Stock 124.624 $ 49.75 30,224.352 ( 22 ) D
Units $ 59.33 ( 23 ) ( 23 ) ( 23 ) Common Stock 7,579,904 7,579,904 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAUL B FRANCIS II
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA, MD20814
X X Chief Executive Officer
Signatures
Scott V. Schneider, by Power of Attorney 04/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Owned 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.
( 2 )Owned 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.
( 3 )Owned 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.
( 4 )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.
( 5 )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.
( 6 )Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
( 7 )Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )Balance increased by January 31, 2018 Dividend Reinvestment Plan award of 344.705 shares.
( 12 )Balance increased by January 31, 2018 Dividend Reinvestment Plan award of 31,949.400 shares.
( 13 )Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
( 14 )Balance increased by January 31, 2018 Dividend Reinvestment Plan award of 1,017.510 shares.
( 15 )Owned by Patricia E. Saul, the reporting person's spouse.
( 16 )A Form 4 filed on January 4, 2018 reported an overstatement of 3,111.982 shares. The current Form 4 reflects this correction.
( 17 )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.
( 18 )Balance increased by January 31, 2018 Dividend Reinvestment Plan award of 2,914.100 shares.
( 19 )Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
( 20 )1 for 1
( 21 )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.
( 22 )Includes 294.017 shares ($52.7146/share) awarded January 31, 2018 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.
( 23 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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