Philip C Jackson JR Form 4 SAUL CENTERS / PHILIP C JACKSON JR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

JACKSON PHILIP C JR

(Last) (First) (Middle)

7501 WISCONSIN AVENUE

15TH FLOOR

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

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

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares								2,800	I	Wife
Common Shares	05/06/2016		A		200	A	$57.74	46,100	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock(1)	$53.19(2)							(3)	(3)	Common Stock	25,041.064		25,041.064(4)	D
Stock Option	$40.35							05/01/2006	05/01/2016	Common Stock	2,500		2,500	D
Stock Option	$54.17							04/27/2007	04/27/2017	Common Stock	2,500		2,500	D
Stock Option	$50.15							04/25/2008	04/25/2018	Common Stock	2,500		2,500	D
Stock Option	$32.68							04/24/2009	04/24/2019	Common Stock	2,500		2,500	D
Stock Option	$38.76							05/07/2010	05/07/2020	Common Stock	2,500		2,500	D
Stock Option	$41.82							05/13/2011	05/13/2021	Common Stock	2,500		2,500	D
Stock Option	$39.29							05/04/2012	05/04/2022	Common Stock	2,500		2,500	D
Stock Option	$44.42							05/10/2013	05/10/2023	Common Stock	2,500		2,500	D
Stock Option	$47.03							05/09/2014	05/09/2024	Common Stock	2,500		2,500	D
Stock Option	$51.07							05/08/2015	05/08/2025	Common Stock	2,500		2,500	D
Stock Option	$57.74	05/06/2016		A		2,500		05/06/2016	05/06/2026	Common Stock	2,500	$57.74	2,500	D

Explanation of Responses:

1. 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.

2. 1 for 1

3. 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.

4. Includes 226.053 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.

Remarks:

	Scott V. Schneider, by Power of Attorney	05/10/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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