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Filing Details

Accession Number:: 0001181431-11-050532
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-09-27 15:59:05
Reporting Period:: 2011-09-23

Filing Date:: 2011-09-27
Accepted Time:: 2011-09-27 15:59:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
907254	Saul Centers Inc	BFS	Real Estate Investment Trusts (6798)	521833074

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1027551	Ii Francis B Saul	7501 Wisconsin Avenue 15Th Floor Bethesda MD 20814	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2011-09-23	186,968	$33.12	5,653,192	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Shares	7,621	Indirect	See footnote
Common Shares	4,072	Indirect	See footnote
Common Shares	8,321	Indirect	See footnote
Common Shares	2,716	Direct
Common Shares	83,453	Indirect	See footnote
Common Shares	305,007	Indirect	See footnote
Common Shares	460,515	Indirect	See footnote
Common Shares	35,062	Indirect	See footnote
Common Shares	242,753	Indirect	See footnote
Common Shares	1,553	Indirect	See footnote
Common Shares	403,726	Indirect	See footnote
Common Shares	99,376	Indirect	401K
Common Shares	4,188	Indirect	401K

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option	$25.78	2004-04-26	2014-04-26	2,500	2,500	Direct
Common Stock	Stock Option	$33.22	2005-05-06	2015-05-06	2,500	2,500	Direct
Common Stock	Phantom Stock	$39.82			20,743	20,743	Direct
Common Stock	Stock Option	$40.35	2006-05-01	2016-05-01	2,500	2,500	Direct
Common Stock	Stock Option	$54.17	2007-04-27	2017-04-27	2,500	2,500	Direct
Common Stock	Units	$23.16			5,416,415	5,416,415	Indirect
Common Stock	Stock Option	$50.15	2008-04-25	2018-04-25	2,500	2,500	Direct
Common Stock	Stock Option	$32.68	2009-04-24	2019-04-24	2,500	2,500	Direct
Common Stock	Stock Option	$38.76	2010-05-07	2020-05-07	2,500	2,500	Direct
Common Stock	Stock Option	$41.82	2011-05-13	2021-05-13	2,500	2,500	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2014-04-26	2,500	2,500	Direct
2015-05-06	2,500	2,500	Direct
	20,743	20,743	Direct
2016-05-01	2,500	2,500	Direct
2017-04-27	2,500	2,500	Direct
	5,416,415	5,416,415	Indirect
2018-04-25	2,500	2,500	Direct
2019-04-24	2,500	2,500	Direct
2020-05-07	2,500	2,500	Direct
2021-05-13	2,500	2,500	Direct

Footnotes

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.
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.
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.
Owned by Patricia E. Saul, the reporting person's spouse.
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.
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.
Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
1 for 1
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.
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.
Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
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.
Units are held by B.F. Saul Real Estate Investment Trust (2,550,866 units), Dearborn, L.L.C. (1,815,922 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) and Westminster Investing Corporation (240,053 units).
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.
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.
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.
Includes 319.131 shares ($35.8900/share) awarded July 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.
Balance increased by July 29, 2011 Dividend Reinvestment Plan award of 25.290 shares.
Balance increased by July 29, 2011 Dividend Reinvestment Plan award of 777.104 shares.
Balance increased by July 29, 2011 Dividend Reinvestment Plan award of 4,930.528 shares.
Balance increased by July 29, 2011 Dividend Reinvestment Plan award of 21,197.312 shares.
Balance increased by July 29, 2011 Dividend Reinvestment Plan award of 2,260.474 shares.
Balance increased by July 29, 2011 Dividend Reinvestment Plan award of 116.500 shares.
Balance increased by July 29, 2011 Dividend Reinvestment Plan award of 74,653.350 shares.