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SAUL CENTERS, INC. Director's Dealing 2015

May 12, 2015

32170_dirs_2015-05-12_2984248f-78b1-411b-9f59-8f368ee23fab.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2015-05-08

Reporting Person: CARACI PHILIP D (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-08 Common Shares A 200 $51.07 Acquired 20564 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-08 Stock Option $51.07 A 2500 Acquired 2025-05-08 Common Shares (2500.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 3002 Indirect
Common Shares 51116 Direct
Common Shares 51987 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $51.76 Common Stock (22165.52) 22165.52 Direct
Stock Option $40.35 2016-05-06 Common Stock (2500.0) 2500 Direct
Stock Option $54.17 2017-04-27 Common Stock (2500.0) 2500 Direct
Stock Option $50.15 2018-04-25 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 Shares (2500.0) 2500 Direct

Footnotes

F1: Self-IRA

F2: Self-Trust. Reporting person is a Trustee

F3: 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.

F4: 1 for 1

F5: 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.