SAUL CENTERS, INC. — Director's Dealing 2016

Feb 9, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2015-12-31

Reporting Person: SCHNEIDER SCOTT V (Sr. Vice President-CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	549.74	Indirect
Common Shares	536.89	Indirect
Series C Preferred Stock	3000	Direct
Common Shares	8405.82	Indirect
Common Shares	8398.30	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$54.17	2017-04-27	Common Stock (9100.0)	9100	Direct
Employee Stock Option	$54.17	2017-04-27	Common Stock (9100.0)	9100	Direct
Employee Stock Option	$41.82	2021-05-13	Common Stock (15000.0)	15000	Direct
Employee Stock Option	$39.29	2022-05-04	Common Stock (15000.0)	15000	Direct
Employee Stock Option	$44.42	2023-05-10	Common Stock (20000.0)	20000	Direct
Employee Stock Option	$47.03	2024-05-09	Common Shares (20000.0)	20000	Direct
Employee Stock Option	$51.07	2025-05-08	Common Shares (20000.0)	20000	Direct

Footnotes

F1: Balance increased by July 31, 2015 Dividend Reinvestment Plan, October 30, 2015 award and January 29, 2016 award of 4.584 shares, 4.173 and 4.759 shares, respectively.

F2: Balance increased by July 31, 2015 Dividend Reinvestment Plan, October 30, 2015 award and January 29, 2016 award of 4.476 shares, 4.075 and 4.648 shares, respectively.

F3: 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.

F4: The options vest 25% per year over four years from the date of grant.