| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 35,062.399 | I | See footnote(1) | ||||||||||||
| Common Shares | 403,725.63 | I | See footnote(2) | ||||||||||||
| Common Shares | 533,756.255 | I | See footnote(3) | ||||||||||||
| Common Stock | 2,773.782 | I | See footnote(4) | ||||||||||||
| Common Stock | 146,218.251 | I | See footnote(5) | ||||||||||||
| Common Stock | 399,896.143 | I | See footnote(6) | ||||||||||||
| Common Stock | 357,901.258 | I | See footnote(7) | ||||||||||||
| Common Stock | 6,408(8) | I | 401K(9) | ||||||||||||
| Common Stock | 141,194(10) | I | 401K(11) | ||||||||||||
| Common Stock | 163,575.689(12) | I | See footnote(13) | ||||||||||||
| Common Stock | 175,824.498(14) | D | |||||||||||||
| Common Stock | 8,440,475.064 | I | See footnote(15) | ||||||||||||
| Common Stock | 06/26/2024 | J4 | 4,072.379(16) | D | $0 | 0 | I | See footnote(16) | |||||||
| Common Stock | 06/26/2024 | J4 | 3,000(17) | D | $0 | 0 | I | See footnote(17) | |||||||
| Common Stock | 06/26/2024 | J4 | 8,320.625(18) | D | $0 | 0 | I | See footnote(18) | |||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| 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 | |||||||
| Director Stock Option | $43.89 | 05/07/2021 | 05/07/2031 | Common Stock | 2,500 | 2,500 | D | |||||||
| Director Stock Option | $47.9 | 05/13/2022 | 05/13/2032 | Common Stock | 2,500 | 2,500 | D | |||||||
| Director Stock Option | $33.79 | 05/12/2023 | 05/12/2033 | Common Shares | 2,500 | 2,500 | D | |||||||
| Phantom Stock | (19) | (20) | (20) | Common Stock | 48,043.763 | 48,043.763(21) | D | |||||||
| Units | (22) | (22) | (22) | Common Stock | 10,011,903 | 10,011,903 | D | |||||||
| Performance Shares | $0 | 05/17/2029 | 05/17/2029 | Common Stock | 20,000 | 20,000(23) | D | |||||||
| Explanation of Responses: |
| 1. 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. |
| 2. Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 261 shares. |
| 9. 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. |
| 10. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 5,757 shares. |
| 11. These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary. |
| 12. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 4,879.189 shares. |
| 13. 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. |
| 14. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 5,398.064 shares. |
| 15. 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. |
| 16. B. Francis Saul II is the trustee of The Sharon Elizabeth Saul Trust (the SES Trust) and, as such, he may be deemed to beneficially own the securities held by the SES Trust. This transaction reflects the distribution of all shares held by the SES Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares. |
| 17. B. Francis Saul II is the trustee of The Andrew M. Saul Trust (the AMS Trust) and, as such, he may be deemed to beneficially own the securities held by the AMS Trust. This transaction reflects the distribution of all shares held by the AMS Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares. |
| 18. B. Francis Saul II is the trustee of The Patricia English Saul Trust (the PES Trust) and, as such, he may be deemed to beneficially own the securities held by the PES Trust. This transaction reflects the distribution of all shares held by the SES Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares. |
| 19. Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis. |
| 20. 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. |
| 21. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 1,433.092 shares. |
| 22. 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. |
| 23. The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 17, 2024 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 17, 2029, and (2) achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO) measured against an FFO amount included in the budget established by the Board of Directors annually prior to the start of such calendar year. |
| Remarks: |
| /s/ Carlos L. Heard, by Power of Attorney | 02/07/2025 | |
| ** 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. | ||