Statement of Changes in Beneficial Ownership (4)
April 28 2020 - 10:54AM
Edgar (US Regulatory)
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
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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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1. Name and Address of Reporting Person
*
SCHNEIDER SCOTT V |
2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC.
[
BFS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President-CFO |
(Last)
(First)
(Middle)
7501 WISCONSIN AVENUE, 15TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/24/2020 |
(Street)
BETHESDA, MD 20814
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | | | | | | | | 639.288 (1) | I | Daughter |
Common Shares | | | | | | | | 624.341 (2) | I | Daughter-2 |
Series D Preferred Stock | | | | | | | | 2000 | I | Wife's IRA |
Common Shares | | | | | | | | 7339.476 (3) | I (4) | 401K |
Common Shares | | | | | | | | 9398.34 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Employee Stock Option | $44.42 | | | | | | | 5/10/2013 (5) | 5/10/2023 | Common Stock | 3500.0 | | 3500 | D | |
Employee Stock Option | $47.03 | | | | | | | 5/9/2014 (5) | 5/9/2024 | Common Stock | 20000.0 | | 20000 | D | |
Employee Stock Option | $51.07 | | | | | | | 5/8/2015 (5) | 5/8/2025 | Common Stock | 20000.0 | | 20000 | D | |
Employee Stock Option | $57.74 | | | | | | | 5/6/2016 (5) | 5/6/2026 | Common Stock | 20000.0 | | 20000 | D | |
Employee Stock Option | $59.41 | | | | | | | 5/5/2017 (5) | 5/5/2027 | Common Stock | 20000.0 | | 20000 | D | |
Employee Stock Option | $49.46 | | | | | | | 5/11/2018 (5) | 5/11/2028 | Common Stock | 20000.0 | | 20000 | D | |
Employee Stock Option | $55.71 | | | | | | | 5/3/2019 (5) | 5/3/2029 | Common Stock | 20000.0 | | 20000 | D | |
Employee Stock Option | $50.0 | 4/24/2020 | | A | | 20000 | | 4/24/2020 (5) | 4/24/2030 | Common Stock | 20000.0 | $50 | 20000 | D | |
Explanation of Responses: |
(1) | Balance increased by October 31, 2019 Dividend Reinvestment Plan award and January 31, 2020 award of 6.280 shares and 6.898 shares, respectively. |
(2) | Balance increased by October 31, 2019 Dividend Reinvestment Plan award and January 31, 2020 award of 6.133 shares and 6.736 shares, respectively. |
(3) | Balance increased by October 31, 2019 Dividend Reinvestment Plan award and January 31, 2020 award of 72.556 shares and 79.691 shares, respectively. |
(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 the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan. |
(5) | The options vest 25% per year over four years from the date of grant. |
Remarks: The reporting person no longer has a reportable beneficial interest in 1,004.442 shares of common stock held by 2 sons and included in the reporting person's prior ownership reports. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SCHNEIDER SCOTT V 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814 |
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| Executive Vice President-CFO |
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Signatures
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Scott V. Schneider | | 4/28/2020 |
**Signature of Reporting Person | Date |
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