Saul Centers Form 4 / B FRANCIS SAUL II 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^*

SAUL B FRANCIS II

(Last)

(First)

(Middle)

7501 WISCONSIN AVENUE

15TH FLOOR

(Street)

BETHESDA

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2017

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)
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								4,220.05	I⁽⁴⁾	401K⁽⁴⁾
Common Shares								92,982.78	I⁽⁵⁾	401K⁽⁵⁾
Common Shares								35,062.4⁽⁶⁾	I⁽⁷⁾	See footnote⁽⁷⁾
Common Shares								403,725.63⁽⁸⁾	I⁽⁹⁾	See footnote⁽⁹⁾
Common Shares								483,890.56⁽¹⁰⁾	I⁽¹¹⁾	See footnote⁽¹¹⁾
Common Shares								362,027.4⁽¹²⁾	I⁽¹³⁾	See footnote⁽¹³⁾
Common Shares								2,488.98⁽¹⁴⁾	I⁽¹⁵⁾	See footnote⁽¹⁵⁾
Common Shares								112,051.95⁽¹⁶⁾	I⁽¹⁷⁾	See footnote⁽¹⁷⁾
Common Shares								7,337,400.03⁽¹⁸⁾	I⁽¹⁹⁾	See footnote⁽¹⁹⁾
Common Shares								285,503.25⁽²⁰⁾	I⁽²¹⁾	See footnote⁽²¹⁾
Common Shares								99,688.567⁽²²⁾	I⁽²³⁾	See footnote⁽²³⁾
Common Shares								33,575.09⁽²⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	$65.96⁽²⁵⁾	01/03/2017		A		93.997		⁽²⁶⁾	⁽²⁶⁾	Common Stock	93.997	$65.96	28,390.71⁽²⁷⁾	D
Units	$51.76⁽²⁸⁾							⁽²⁸⁾	⁽²⁸⁾	Common Stock	7,430,516		7,430,516	I	See footnote
Stock Option	$51.07							05/08/2015	05/08/2025	Common Stock	2,500		2,500	D
Stock Option	$57.74							05/06/2016	05/06/2026	Common Stock	2,500		2,500	D

Explanation of Responses:

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. A Form 4 filed on October 4, 2016 reported an overstatement of 251.057 shares. The current Form 4 reflects this correction

7. Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

8. A Form 4 filed on October 4, 2016 reported an overstatement of 2,890.788 shares. The current Form 4 reflects this correction

9. Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.

10. A Form 4 filed on October 4, 2016 reported an overstatement of 3,464.791 shares. The current Form 4 reflects this correction

11. 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.

12. Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 2,951.404 shares.

13. 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.

14. A Form 4 filed on October 4, 2016 reported an overstatement of 17.822 shares. The current Form 4 reflects this correction.

15. 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.

16. A Form 4 filed on October 4, 2016 reported an overstatement of 802.323 shares. The current Form 4 reflects this correction.

17. 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.

18. A Form 4 filed on October 4, 2016 reported an increase of 20,764.809 shares; whereas, an increase of 16,755.053 shares should have been reported. The current Form 4 reflects this correction, plus an increase of 19,233.493 shares due to an October 28, 2016 Dividend Reinvestment Plan award.

19. Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.

20. Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 2,327.546 shares.

21. Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.

22. Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 812.704 shares.

23. Owned by Patricia E. Saul, the reporting person's spouse.

24. Balance increased by October 28, 2016 Dividend Reinvestment Plan award of 273.719 shares.

25. 1 for 1

26. 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.

27. Includes 230.687 shares ($57.1815/share) awarded October 28, 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.

28. 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.

Remarks:

	Scott V. Schneider, by Power of Attorney	01/05/2017
	** 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).
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Saul Centers (BFS) Form 4SAUL CENTERS / B FRANCIS SAUL II ownership change