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SAUL CENTERS, INC. Director's Dealing 2011

May 17, 2011

32170_dirs_2011-05-17_a44b5354-d979-4919-9c1b-96f14dc30fb7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS INC (BFS)
CIK: 0000907254
Period of Report: 2011-05-13

Reporting Person: SAUL B FRANCIS III (Director, President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-13 Common Shares A 200 $41.82 Acquired 24794.543 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-13 Stock Option $41.82 A 2500 Acquired 2021-05-13 Common Stock (2500) Direct
2011-05-13 Employee Stock Option $41.82 A 40000 Acquired 2021-05-13 Common Stock (40000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 12000 Indirect
Common Shares 3564.192 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option $25.78 2014-04-26 Common Stock (40000) 40000 Direct
Stock Option $25.78 2014-04-26 Common Stock (2500) 2500 Direct
Employee Stock Option $33.22 2015-05-06 Common Stock (40000) 40000 Direct
Phantom Stock $43.81 Common Stock (20301.370) 20301.370 Direct
Stock Option $33.22 2015-05-06 Common Stock (2500) 2500 Direct
Stock Option $40.35 2016-05-01 Common Stock (2500) 2500 Direct
Employee Stock Option $54.17 2017-04-27 Common Stock (40000) 40000 Direct
Stock Option $54.17 2017-04-27 Common Stock (2500) 2500 Direct
Stock Option $50.15 2018-04-25 Common Stock (2500) 2500 Direct
Stock Option $32.68 2019-04-24 Common Stock (2500) 2500 Direct
Stock Option $38.76 2020-05-07 Common Stock (2500) 2500 Direct

Footnotes

F1: The option will vest 25% per year over four years from the date of grant.

F2: 1 for 1

F3: 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.

F4: 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.

F5: 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.

F6: Balance increased by April 29, 2011 Dividend Reinvestment Plan award of 206.624 shares.

F7: Includes 170.557 shares ($42.4908/share) awarded April 29, 2011 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.