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Form 4/A SAUL CENTERS, INC. For: Mar 14 Filed by: SAUL B FRANCIS II

March 22, 2023 3:24 PM EDT
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)
03/14/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/16/2023		 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 Stock               4,072.379 I (1) See footnote (1)
Common Stock               3,000 I (2) See footnote (2)
Common Stock               35,062.399 I (3) See footnote (3)
Common Stock               403,725.625 I (4) See footnote (4)
Common Stock               533,756.255 I (5) See footnote (5)
Common Stock               2,773.782 I (6) See footnote (6)
Common Stock               146,218.251 I (7) See footnote (7)
Common Stock               8,320.625 I (8) See footnote (8)
Common Stock               399,896.143 I (9) See footnote (9)
Common Stock               357,901.258 I (10) See footnote (10)
Common Stock               8,440,475.064 I (11) See footnote (11)
Common Stock               5,706 (12) I (13) 401K (13)
Common Stock               125,721 (14) I (15) 401K (15)
Common Stock               146,204.279 (16) I (17) See footnote (17)
Common Stock 03/14/2023   P (18)   7,165 A $ 37.1 88,665.741 (19) 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 (20)               (21)   (21) Common Stock 42,383.109   42,383.109 (22) 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 (23)               (23)   (23) Units 8,827,873.00   8,827,873 D  
Director Stock Option $ 47.90             05/13/2022 05/13/2032 Common Stock 2,500.00   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. 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.
10. 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.
11. 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.
12. Balance increased by January 31, 2023 Dividend Reinvestment Plan award of 98.0 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 January 31, 2023 Dividend Reinvestment Plan award of 2,165.0 shares.
15. These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
16. Balance increased by January 31, 2023 Dividend Reinvestment Plan award of 2,071.318 shares.
17. 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.
18. This Form 4 Amendment amends and restates in its entirety the Form 4 originally filed by the reporting person on March 16, 2023 (Original Form 4). The Transaction Code has been corrected to reflect the reporting person's open market purchase of shares. No other changes have been made to the Original Form 4.
19. Balance increased by January 31, 2023 Dividend Reinvestment Plan award of 1,154.644 shares.
20. Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). 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.
21. The conversion of the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement.
22. Includes 600.454 shares ($41.0552/share) awarded January 31, 2023 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 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.
/s/ Carlos L. Heard, by Power of Attorney 03/22/2023
** 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.

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