SAUL CENTERS, INC. — Director's Dealing 2017

May 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2017-05-05

Reporting Person: JACKSON PHILIP C JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-05	Common Shares	A	200	$59.41	Acquired	46300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-05	Stock Option	$59.41	A	2500	Acquired	2027-05-05	Common Stock (2500.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$61.52		Common Stock (25856.448)	25856.448	Direct
Stock Option	$51.07	2025-05-08	Common Stock (2500.0)	2500	Direct
Stock Option	$57.74	2026-05-06	Common Stock (2500.0)	2500	Direct

Footnotes

F1: 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.

F2: 1 for 1

F3: 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.

F4: Includes 219.106 shares ($59.6744/share) awarded April 28, 2017 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.