SAUL CENTERS, INC. — Director's Dealing 2014

May 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2014-05-09

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
2014-05-09	Common Shares	A	200	$47.03	Acquired	6155.35	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-09	Stock Option	$47.03	A	2500	Acquired	2024-05-09	Common Stock (2500.0)	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	7134364.556	Indirect
Common Shares	483890.508	Indirect
Common Shares	91940.703	Indirect
Common Shares	344618.47	Indirect
Common Shares	267441.048	Indirect
Common Shares	2488.982	Indirect
Common Shares	112051.947	Indirect

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
Phantom Stock	$45.51		Common Stock (24910.967)	24910.967	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: Balance increased by April 30, 2014 Dividend Reinvestment Plan award of 23,558.887 shares.

F9: Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

F10: 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.

F11: Balance increased by April 30, 2014 Dividend Reinvestment Plan award of 825.604 shares.

F12: Owned by Patricia E. Saul, the reporting person's spouse.

F13: 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.

F14: Balance increased by April 30, 2014 Dividend Reinvestment Plan award of 2,401.552 shares.

F15: Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F16: 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.

F17: 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.

F18: Balance increased by April 30, 2014 Dividend Reinvestment Plan award of 53.478 shares.

F19: 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.

F20: 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.

F21: 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. Includes shares awarded as 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 July 31, 2013 ($45.21/share), October 31, 2013 ($46.27/share), January 31, 2014 ($45.15/share) and April 30, 2014 ($44.15/share).

F22: 1 for 1

F23: 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.

F24: Includes 793.78 shares awarded as 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 July 31, 2013 ($45.21/share), October 31, 2013 ($46.27/share), January 31, 2014 ($45.15/share) and April 30, 2014 ($44.15/share).