SAUL CENTERS, INC. — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2017-01-03

Reporting Person: GROSVENOR GILBERT M (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	203.09	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$65.96		Common Stock (47698.01)	47698.01	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	$44.42	2023-05-10	Common Stock (2500.0)	2500	Direct
Stock Option	$47.03	2024-05-09	Common Stock (2500.0)	2500	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: Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 1.656 shares.

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.

F5: Includes 388.855 shares ($57.1815/share) awarded October 28, 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.