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^*

SCHNEIDER SCOTT V

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2018

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								607.379⁽¹⁾	I	Daughter
Common Shares								593.178⁽²⁾	I	Daughter-2
Common Shares								9,398.34	D
Series C Preferred Stock								4,000	D
Common Shares	11/19/2018		S		804.96	D	$54.04	6,901.36	I⁽³⁾	401K
Series D Preferred Stock	11/19/2018		A		2,000	A	$21.58	2,000	I	Wife's IRA

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)
Employee Stock Option	$44.42							05/10/2013⁽⁴⁾	05/10/2023	Common Stock	8,500		8,500	D
Employee Stock Option	$47.03							05/09/2014⁽⁴⁾	05/09/2024	Common Stock	20,000		20,000	D
Employee Stock Option	$51.07							05/08/2015⁽⁴⁾	05/08/2025	Common Stock	20,000		20,000	D
Employee Stock Option	$57.74							05/06/2016⁽⁴⁾	05/06/2026	Common Stock	20,000		20,000	D
Employee Stock Option	$59.41							05/05/2017⁽⁴⁾	05/05/2027	Common Stock	20,000		20,000	D
Employee Stock Option	$49.46							05/11/2018⁽⁴⁾	05/11/2028	Stock Option	20,000		20,000	D

Explanation of Responses:

1. Balance increased by October 31, 2018 Dividend Reinvestment Plan award of 6.335 shares.

2. Balance increased by October 31, 2018 Dividend Reinvestment Plan award of 6.186 shares.

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	11/20/2018
	** 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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