SAUL CENTERS, INC. — Director's Dealing 2019

May 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2019-05-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-03	Common Shares	A	200	$55.71	Acquired	1200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-03	Employee Stock Option	$55.71	A	5000	Acquired	2029-05-03	Common Stock (5000.0)	Direct
2019-05-03	Director Stock Option	$55.71	A	2500	Acquired	2029-05-03	Common Stock (2500.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	45	Indirect
Common Shares	242.406	Indirect
Common Shares	393.912	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$52.97		Common Stock (114.218)	114.218	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 April 30, 2019 Dividend Reinvestment Plan award of 2.475 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 April 30, 2019 Dividend Reinvestment Plan award of 4.022 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 1.166 shares ($51.3809/share) awarded April 30, 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.