Form 4 SAUL CENTERS, INC. For: May 13 Filed by: SAUL B FRANCIS II

May 17, 2022 9:54 PM EDT

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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 *
SAUL B FRANCIS II

(Last) (First) (Middle)
7501 WISCONSIN AVENUE
15TH FLOOR

(Street)
BETHESDA MD 20814

(City) (State) (Zip)
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)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2022
4. If Amendment, Date of 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
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               533,756.255 I (5) See footnote (5)
Common Shares               2,773.782 I (6) See footnote (6)
Common Shares               146,218.251 I (7) See footnote (7)
Common Shares               8,320.63 I (8) See footnote (8)
Common Shares               8,441,687.553 (9) I (10) See footnote (10)
Common Shares               140,439.82 (11) I (12) See footnote (12)
Common Shares               5,400.206 (13) I (14) 401K (14)
Common Shares               119,023.082 (15) I (16) 401K (16)
Common Shares               400,032.804 (17) I (18) See footnote (18)
Common Shares               358,288.87 (19) I (20) See footnote (20)
Common Shares 05/13/2022   A   200 A $ 47.9 78,101.665 (21) D  
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 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 (22)               (23)   (23) Common Stock 39,753.347   39,753.347 D  
Director Stock Option $ 51.07             05/08/2015 05/08/2025 Common Stock 2,500.00   2,500 D  
Director Stock Option $ 57.74             05/06/2016 05/06/2026 Common Stock 2,500.00   2,500 D  
Director Stock Option $ 59.41             05/05/2017 05/05/2027 Common Stock 2,500.00   2,500 D  
Director Stock Option $ 49.46             05/11/2018 05/11/2028 Common Stock 2,500.00   2,500 D  
Director Stock Option $ 55.71             05/03/2019 05/03/2029 Common Stock 2,500.00   2,500 D  
Director Stock Option $ 50.00             04/24/2020 04/24/2030 Common Stock 2,500.00   2,500 D  
Director Stock Option $ 43.89             05/07/2021 05/07/2031 Common Stock 2,500.00   2,500 D  
Units (24)               (24)   (24) Units 8,827,873.00   8,827,873 D  
Director Stock Option $ 47.90 05/13/2022   A   2,500   05/13/2022 05/13/2032 Common Shares 2,500.00 $ 0 2,500 D  
Explanation of Responses:
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 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.
6. 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.
7. 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.
8. 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.
9. Balance increased by April 29, 2022 Dividend Reinvestment Plan award of 40,414.992 shares.
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. Balance increased by April 29, 2022 Dividend Reinvestment Plan award of 1,599.204 shares.
12. 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.
13. Balance increased by April 29, 2022 Dividend Reinvestment Plan award of 42.692 shares.
14. 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.
15. Balance increased by April 29, 2022 Dividend Reinvestment Plan award of 953.040 shares.
16. These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
17. Balance increased by April 29, 2022 Dividend Reinvestment Plan award of 4,555.219 shares.
18. 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.
19. Balance increased by April 29, 2022 Dividend Reinvestment Plan award of 4,076.855 shares.
20. 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.
21. Balance increased by April 29, 2022 Dividend Reinvestment Plan award of 889.352 shares.
22. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service.
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. 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 April 29, 2022, 8,475,873 units are not convertible.
Carlos L. Heard, by Power of Attorney 05/17/2022
** 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.
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints 
Carlos L. Heard, 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 22nd  day of March, 2021.



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



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