SAUL CENTERS, INC. — Director's Dealing 2014

Jul 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2014-07-01

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-01	Phantom Stock	$48.62	A	152.20	Acquired		Common Stock (152.2)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	7620.625	Indirect
Common Shares	8320.625	Indirect
Common Shares	4072.379	Indirect
Common Shares	4256	Indirect
Common Shares	95471	Indirect
Common Shares	35062.40	Indirect
Common Shares	403725.618	Indirect
Common Shares	7110805.669	Indirect
Common Shares	483890.508	Indirect
Common Shares	91940.703	Indirect
Common Shares	344618.47	Indirect
Common Shares	265039.496	Indirect
Common Shares	2488.982	Indirect
Common Shares	112051.947	Indirect
Common Shares	6155.35	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$33.22	2015-05-06	Common Stock (2500.0)	2500	Direct
Stock Option	$40.35	2016-05-01	Common Stock (2500.0)	2500	Direct
Stock Option	$54.17	2017-04-27	Common Stock (2500.0)	2500	Direct
Units	$45.51		Common Stock (7198721.0)	7198721	Indirect
Stock Option	$50.15	2018-04-25	Common Stock (2500.0)	2500	Direct
Stock Option	$32.68	2019-04-24	Common Stock (2500.0)	2500	Direct
Stock Option	$38.76	2020-05-07	Common Stock (2500.0)	2500	Direct
Stock Option	$41.82	2021-05-13	Common Stock (2500.0)	2500	Direct
Stock Option	$39.29	2022-05-04	Common Stock (2500.0)	2500	Direct
Stock Option	$44.42	2023-05-10	Common Stock (2500.0)	2500	Direct
Stock Option	$47.03	2024-05-09	Common Stock (2500.0)	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 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.

F3: 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.

F4: 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. Includes 35 shares from reinvestment of the 4/30 dividend.

F5: 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. Includes 797 shares from reinvestment of April 30, 2014 dividend.

F6: Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F7: Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F8: Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

F9: 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.

F10: Owned by Patricia E. Saul, the reporting person's spouse.

F11: 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.

F12: Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F13: 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.

F14: 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.

F15: 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.

F16: Units are held by B.F. Saul Real Estate Investment Trust (2,728,807 units), Dearborn, L.L.C. (1,867,973 units), B.F. Saul Property Company (238,473 units), Avenel Executive Park Phase II, L.L.C. (11,299 units), Van Ness Square Corporation (574,111 units), Westminster Investing Corporation (240,053 units) and Saul Holdings Limited Partnership Unit Acquisition Corporation (1,538,005 units). Includes 56,899 units ($44.1447/unit) and 47,932 ($45.51/unit) upon reinvestment of April 30, 2014 dividends and distributions.

F17: 1 for 1

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.