Saul Centers (BFS) Form 5 SAUL CENTERS / SCOTT V SCHNEIDER ownership change

SEC Form 5

FORM 5

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

ANNUAL 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

OMB APPROVAL

OMB Number:	3235-0362
Estimated average burden
hours per response:	1.0

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SCHNEIDER SCOTT V

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Vice President-CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Shares							549.74(1)	I	Daughter
Common Shares							536.89(2)	I	Daughter-2
Series C Preferred Stock							3,000	D
Common Shares							8,405.82	I(3)	401K
Common Shares							8,398.3	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$54.17						04/27/2008(4)	04/27/2017	Common Stock	9,100		9,100	D
Employee Stock Option	$54.17						04/27/2008(4)	04/27/2017	Common Stock	9,100		9,100	D
Employee Stock Option	$41.82						05/13/2011(4)	05/13/2021	Common Stock	15,000		15,000	D
Employee Stock Option	$39.29						05/04/2012(4)	05/04/2022	Common Stock	15,000		15,000	D
Employee Stock Option	$44.42						05/10/2013(4)	05/10/2023	Common Stock	20,000		20,000	D
Employee Stock Option	$47.03						05/09/2014(4)	05/09/2024	Common Shares	20,000		20,000	D
Employee Stock Option	$51.07						05/08/2015(4)	05/08/2025	Common Shares	20,000		20,000	D

Explanation of Responses:

1. Balance increased by July 31, 2015 Dividend Reinvestment Plan, October 30, 2015 award and January 29, 2016 award of 4.584 shares, 4.173 and 4.759 shares, respectively.

2. Balance increased by July 31, 2015 Dividend Reinvestment Plan, October 30, 2015 award and January 29, 2016 award of 4.476 shares, 4.075 and 4.648 shares, respectively.

3. 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.

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

Remarks:

The reporting person no longer has a reportable beneficial interest in 1,004.442 shares of common stock held by 2 sons and included in the reporting person's prior ownership reports.

	Scott V. Schneider	02/09/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.