SEC FORM 4

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)
08/31/2012

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								7,620.625	I⁽¹⁾	See footnote⁽¹⁾
Common Shares								4,072.379	I⁽²⁾	See footnote⁽²⁾
Common Shares								3,024.984	D
Common Shares								8,320.625	I⁽³⁾	See footnote⁽³⁾
Common Shares								325,929.485	I⁽⁵⁾	See footnote⁽⁵⁾
Common Shares								408,531.793	I⁽⁶⁾	See footnote⁽⁶⁾
Common Shares								35,062.4	I⁽⁷⁾	See footnote⁽⁷⁾
Common Shares								252,345.002	I⁽⁸⁾	See footnote⁽⁸⁾
Common Shares								2,047.105	I⁽¹¹⁾	See footnote⁽¹¹⁾
Common Shares								403,725.618	I⁽¹²⁾	See footnote⁽¹²⁾
Common Shares								99,376.462	I⁽¹⁶⁾	401K⁽¹⁶⁾
Common Shares								4,187.589	I⁽¹⁷⁾	401K⁽¹⁷⁾
Common Shares								59,185.994	I⁽¹⁹⁾	See footnote⁽¹⁹⁾
Common Shares								86,750.982	I⁽⁴⁾	See footnote⁽⁴⁾
Common Shares	08/31/2012		A		10,000	A	$42.985	6,747,554.428	I⁽¹³⁾	See footnote⁽¹³⁾
Common Shares	09/04/2012		A		1,400	A	$42.9571	6,748,954.428	I⁽¹³⁾	See footnote⁽¹³⁾

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)
Stock Option	$25.78							04/26/2004	04/26/2014	Common Stock	2,500		2,500	D
Stock Option	$33.22							05/06/2005	05/06/2015	Common Stock	2,500		2,500	D
Phantom Stock⁽¹⁰⁾	$43.2⁽⁹⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	22,499.942		22,499.942	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
Units	$35.8⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	6,914,229		6,914,229	I	See footnote⁽¹⁵⁾
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

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 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.

3. 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.

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

5. 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.

6. 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.

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

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

9. 1 for 1

10. 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.

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

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

14. 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.

15. Units are held by B.F. Saul Real Estate Investment Trust (2,555,866 units), Dearborn, L.L.C. (1,810,922 units), B.F. Saul Property Company (224,496 units), Avenel Executive Park Phase II, L.L.C. (10,967 units), Van Ness Square Corporation (574,111 units), Westminster Investing Corporation (240,053 units) and Saul Holdings Limited Partnership Unit Acquisition Corporation (1,497,814 units).

16. 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.

17. 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.

18. 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.

19. 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.

	Scott V. Schneider, by Power of Attorney	09/04/2012
	** 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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