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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Stock | $ 54.39 (22) | 10/01/2018 | A | 113.992 | (23) | (23) | Common Stock | 113.992 | $ 54.39 | 31,115.361 (24) | D | ||||
Units | $ 53.76 (25) | (25) | (25) | Common Stock | 7,812,113 | 7,812,113 | 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 | ||||||||
Stock Option | $ 49.46 | 05/11/2018 | 05/11/2028 | Common Stock | 2,500 | 2,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SAUL B FRANCIS II 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814 |
X | X | Chief Executive Officer |
Scott V. Schneider, by Power of Attorney | 10/02/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 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. |
(9) | Balance increased by July 31, 2018 Dividend Reinvestment Plan award of 24,229.500 shares. |
(10) | 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. |
(11) | Balance increased by July 31, 2018 Dividend Reinvestment Plan award of 138.100 shares. |
(12) | 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. |
(13) | Balance increased by July 31, 2018 Dividend Reinvestment Plan award of 16,601.400 shares. |
(14) | 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. |
(15) | Balance increased by July 31, 2018 Dividend Reinvestment Plan award of 108,032.100 shares. |
(16) | Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner. |
(17) | Balance increased by July 31, 2018 Dividend Reinvestment Plan award of 1,059.500 shares. |
(18) | Owned by Patricia E. Saul, the reporting person's spouse. |
(19) | Balance increased by July 31, 2018 Dividend Reinvestment Plan award of 3,034.357 shares. |
(20) | Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer. |
(21) | Balance increased by July 31, 2018 Dividend Reinvestment Plan award of 368.488 shares. |
(22) | 1 for 1 |
(23) | 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. |
(24) | Includes 308.802 shares ($51.6840/share) awarded July 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. |
(25) | 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. As of July 2, 2018, 6,850,000 units are not convertible. |