SAUL CENTERS, INC. — Director's Dealing 2019

Oct 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2019-10-01

Reporting Person: Laycock Willoughby B. (Director, Senior V.P.-Residential)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-01	Phantom Stock	$53.3	A	116.323	Acquired		Common Stock (116.323)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	45	Indirect
Common Shares	244.80	Indirect
Common Shares	397.803	Indirect
Common Shares	1200	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.71	2029-05-03	Common Stock (5000.0)	5000	Direct
Director Stock Option	$55.71	2029-05-03	Common Stock (2500.0)	2500	Direct

Footnotes

F1: Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.

F2: Balance increased by July 31, 2019 Dividend Reinvestment Plan award of 2.394 shares.

F3: Shares owned in the reporting person's spouse's 401K account. The reporting person disclaims beneficial ownership of these shares.

F4: Balance increased by July 31, 2019 Dividend Reinvestment Plan award of 3.891 shares.

F5: Shares held in a trust, of which the reporting person is the sole beneficiary.

F6: 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.

F7: Includes 2.450 shares ($53.6555/share) awarded July 31, 2019 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.

F8: The options vest 25% per year over four years from the date of grant.