SAUL CENTERS, INC. — Director's Dealing 2010

Sep 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2010-09-20

Reporting Person: SAUL B FRANCIS II (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-20	Common Shares	P	1600	$43.8163	Acquired	4954120.619	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	7620.625	Indirect
Common Shares	4072.379	Indirect
Common Shares	8320.625	Indirect
Common Shares	80638.383	Indirect
Common Shares	287147.799	Indirect
Common Shares	383731.905	Indirect
Common Shares	35062.40	Indirect
Common Shares	234564.411	Indirect
Common Shares	1133.354	Indirect
Common Shares	403725.618	Indirect
Common Shares	99376.462	Indirect
Common Shares	4187.589	Indirect
Common Shares	2429.206	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$25.78	2014-04-26	Common Stock (2500)	2500	Direct
Stock Option	$33.22	2015-05-06	Common Stock (2500)	2500	Direct
Phantom Stock	$41.31		Common Stock (19638.786)	19638.786	Direct
Stock Option	$40.35	2016-05-01	Common Stock (2500)	2500	Direct
Stock Option	$54.17	2017-04-27	Common Stock (2500)	2500	Direct
Units	$23.16		Common Stock (5416415)	5416415	Indirect
Stock Option	$50.15	2018-04-25	Common Stock (2500)	2500	Direct
Stock Option	$32.68	2019-04-24	Common Stock (2500)	2500	Direct
Stock Option	$38.76	2020-05-07	Common Stock (2500)	2500	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: Owned by Patricia E. Saul, the reporting person's spouse.

F5: 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.

F6: 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.

F7: Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F8: Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F9: 1 for 1

F10: Pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and the Deferred Fee Agreement executed by the reporting person, the reporting person has elected to defer receipt of his director's fees, and receive phantom stock, the amount of which is calculated as the quotient of the dollar value of fees deferred, divided by the fair market value of the issuer's shares on the date the phantom stock is received.

F11: 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.

F12: Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F13: Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

F14: 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.

F15: Units are held by B.F. Saul Real Estate Investment Trust (2,550,866 units), Dearborn, L.L.C. (1,815,922 units), B.F. Saul Property Company (224,496 units), Avenel Executive Park Phase II, L.L.C. (10,967 units), Van Ness Square Corporation (574,111 units) and Westminster Investing Corporation (240,053 units).

F16: 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.

F17: 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.

F18: 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.