SAUL CENTERS, INC. — Director's Dealing 2016

May 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2016-05-06

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
2016-05-06	Common Shares	A	200	$57.74	Acquired	33064.62	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-06	Stock Option	$57.74	A	2500	Acquired	2026-05-06	Common Stock (2500.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	7620.63	Indirect
Common Shares	8320.63	Indirect
Common Shares	4072.38	Indirect
Common Shares	4130.79	Indirect
Common Shares	91016.05	Indirect
Common Shares	35062.399	Indirect
Common Shares	403725.63	Indirect
Common Shares	483890.56	Indirect
Common Shares	356523.19	Indirect
Common Shares	2488.98	Indirect
Common Shares	112051.95	Indirect
Common Shares	7301411.47	Indirect
Common Shares	281162.50	Indirect
Common Shares	98172.92	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$53.19		Common Stock (27650.398)	27650.398	Direct
Units	$51.76		Common Stock (7372728.0)	7372728	Indirect
Stock Option	$51.07	2025-05-08	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.

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.

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 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.

F9: Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 3,218.441 shares.

F10: 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.

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 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.

F13: Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 21,316.308 shares.

F14: Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

F15: Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 2,538.138 shares.

F16: Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

F17: Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 886.236 shares.

F18: Owned by Patricia E. Saul, the reporting person's spouse.

F19: Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 296.679 shares.

F20: 1 for 1

F21: 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.

F22: 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.

F23: Includes 34,201 shares ($51.5943/share) awarded April 29, 2016 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.