SAUL CENTERS, INC. — Director's Dealing 2015

Jan 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2014-12-09

Reporting Person: CLANCY GEORGE PATRICK JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-09	Common Shares	S	92	$55.72	Disposed	2743	Indirect
2014-12-15	Common Shares	S	2743	$55.87	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	600	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$57.08		Common Stock (2263.19)	2263.19	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: Effective April 1, 2009, shares formerly held by the BF Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represent the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan. The ownership was increased by 10.57 shares due to the reinvestment of the October 31, 2014 dividend. The ownership position was reduced by 92 shares on December 9, 2014 when the participant received a minimum required distribution and on December 14, 2014, the balance of the account was liquidated as required when the participant transferred his 401(k) plan assets to an IRA

F2: 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.

F3: 1 for 1

F4: 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.