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
                      

1. Name and Address of Reporting Person *

SAUL B FRANCIS II
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)
CEO & President
(Last)          (First)          (Middle)

7501 WISCONSIN AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

8/20/2020
(Street)

BETHESDA, MD 20814
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         4072.38 I (1)See footnote (1)
Common Shares         3000 I (2)See footnote (2)
Common Shares         35062.40 I (3)See footnote (3)
Common Shares         403725.63 I (4)See footnote (4)
Common Shares         362027.398 I (5)See footnote (5)
Common Shares         533756.255 I (6)See footnote (6)
Common Shares         2773.782 I (7)See footnote (7)
Common Shares         146218.251 I (8)See footnote (8)
Common Shares         324009.27 I (9)See footnote (9)
Common Shares         8071679.092 I (10)See footnote (10)
Units         7915125 I (11)See footnote (11)
Common Shares         4941 (12)I (13)401K (13)
Common Shares         108871 (14)I (15)401K (15)
Common Shares         8320.63 I (16)See footnote (16)
Common Shares 8/20/2020  P  4950 A$28.71 (17)122047.229 (18)I (19)See footnote (19)
Common Shares 8/21/2020  P  5050 A$27.74 (20)127097.229 I (19)See footnote (19)
Common Shares 8/20/2020  P  5201 A$28.71 (17)55692.722 (21)D  
Common Shares 8/21/2020  P  5049 A$27.74 (20)60741.722 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock $29.88 (22)           (23) (23)Common Stock 35353.531  35353.531 (24)D  
Director Stock Option $51.07           5/8/2015 5/8/2025 Common Stock 2500.0  2500 D  
Director Stock Option $57.74           5/6/2016 5/6/2026 Common Stock 2500.0  2500 D  
Director Stock Option $59.41           5/5/2017 5/5/2027 Common Stock 2500.0  2500 D  
Director Stock Option $49.46           5/11/2018 5/11/2028 Common Stock 2500.0  2500 D  
Director Stock Option $55.71           5/3/2019 5/3/2029 Common Stock 2500.0  2500 D  
Director Stock Option $50.0           4/24/2020 4/24/2030 Common Stock 2500.0  2500 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 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(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) 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 August 20, 2020, 5,385,125 units are not convertible.
(12) Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 88.520 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 July 31, 2020 Dividend Reinvestment Plan award of 1,950.396 shares.
(15) These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
(16) 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.
(17) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.19 to $29.28, inclusive. The reporting person undertakes to provide to Saul Centers, Inc., any security holder of Saul Centers, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(18) Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 2,102.811 shares.
(19) 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.
(20) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.40 to $28.13, inclusive. The reporting person undertakes to provide to Saul Centers, Inc., any security holder of Saul Centers, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(21) Balance increased by July 31, 2020 Dividend Reinvestment Plan award of 906.721 shares.
(22) Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
(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) Includes 634.872 shares ($28.9836/share) awarded July 31, 2020 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SAUL B FRANCIS II
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA, MD 20814
XXCEO & President

Signatures
Scott V. Schneider, by Power of Attorney8/24/2020
**Signature of Reporting PersonDate

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