Edgar Filing: SAUL CENTERS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SAUL B FRANCIS II

2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS INC [BFS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

7501 WISCONSIN AVENUE, 15TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2016

(Street)

BETHESDA, MD 20814

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								7,620.63	I ⁽¹⁾	See footnote ⁽¹⁾
Common Shares								8,320.63	I ⁽²⁾	See footnote ⁽²⁾
Common Shares								4,072.38	I ⁽³⁾	See footnote ⁽³⁾
Common Shares								4,130.79	I ⁽⁴⁾	401K ⁽⁴⁾
Common Shares								91,016.05	I ⁽⁵⁾	401K ⁽⁵⁾
Common Shares								35,062.399	I ⁽⁶⁾	See footnote ⁽⁶⁾
Common Shares								403,725.63	I ⁽⁷⁾	See footnote ⁽⁷⁾
Common Shares								483,890.56	I ⁽⁸⁾	See footnote ⁽⁸⁾
Common Shares								356,523.19 ⁽⁹⁾	I ⁽¹⁰⁾	See footnote ⁽¹⁰⁾
Common Shares								2,488.98	I ⁽¹¹⁾	See footnote ⁽¹¹⁾
Common Shares								112,051.95	I ⁽¹²⁾	See footnote ⁽¹²⁾
Common Shares								7,301,411.47 ⁽¹³⁾	I ⁽¹⁴⁾	See footnote ⁽¹⁴⁾
Common Shares								281,162.5 ⁽¹⁵⁾	I ⁽¹⁶⁾	See footnote ⁽¹⁶⁾
Common Shares								98,172.92 ⁽¹⁷⁾	I ⁽¹⁸⁾	See footnote ⁽¹⁸⁾
Common Shares	05/06/2016		A		200	A	$ 57.74	33,064.62 ⁽¹⁹⁾	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

$ 53.19 ⁽²⁰⁾

⁽²¹⁾

Common Stock

27,650.398

Units

$ 51.76 ⁽²²⁾

⁽²²⁾

Common Stock

7,372,728

7,372,728 ⁽²³⁾

See footnote

Stock Option

$ 51.07

05/08/2015

05/08/2025

Common Stock

2,500

Stock Option

$ 57.74

05/06/2016

2,500

05/06/2016

05/06/2026

Common Stock

2,500

$ 57.74

2,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SAUL B FRANCIS II 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD 20814	X	X	Chief Executive Officer

Signatures

Scott V. Schneider, by Power of Attorney		05/10/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Owned by the Elizabeth Willoughby Saul Trust, of which the reporting person is sole beneficiary. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.
(2)	Owned by the Patricia English Saul Trust, of which the reporting person is sole beneficiary. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.
(3)	Owned by The Sharon Elizabeth Saul Trust, of which the reporting person is sole beneficiary. Ms. Saul is the daughter of the reporting person. The reporting person disclaims beneficial ownership of these shares.
(4)	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 Patricia E. Saul's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.
(5)	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.
(6)	Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(7)	Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(8)	Owned by Dearborn, L.L.C., the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
(9)	Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 3,218.441 shares.
(10)	Owned by B.F. Saul Property Company, which is a wholly-owned subsidiary of B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(11)	Owned by Avenel Executive Park, PH II L.L.C., the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
(12)	Owned by Saul Holdings Limited Partnership Unit Acquisition Corporation, the sole member of which is B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
(13)	Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 21,316.308 shares.
(14)	Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
(15)	Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 2,538.138 shares.
(16)	Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(17)	Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 886.236 shares.
(18)	Owned by Patricia E. Saul, the reporting person's spouse.
(19)	Balance increased by April 29, 2016 Dividend Reinvestment Plan award of 296.679 shares.
(20)	1 for 1
(21)	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.
(22)	Represents units of limited partnership interest of Saul Holdings Limited Partnership, of which the issuer is the general partner. Units are redeemable for an equal number of shares of the issuer's common stock. Subject to the restrictions on exercise discussed in the following sentence, units are exercisable at any time and have no expiration date. Units are only exercisable to the extent that such exercise would not cause the reporting person and certain affiliates to beneficially own collectively greater than 39.9% of the issuer's outstanding capital stock, as calculated pursuant to the issuer's Articles of Incorporation.
(23)	Includes 34,201 shares ($51.5943/share) awarded April 29, 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.

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