Sec Form 4 Filing - CARACI PHILIP D @ SAUL CENTERS INC - 2012-11-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CARACI PHILIP D
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
7501 WISCONSIN AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2012
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Shares 3,002 I Wife's IRA
Series A Preferred Stock 250 D ( 6 )
Common Shares 22,164 I Wifes-Trust
Common Shares 51,116 D ( 5 )
Common Shares 60,387 I ( 3 ) Self-Trust
Series B Preferred Stock 1,689 D ( 5 )
Series B Preferred Stock 11/30/2012 S 180 D $ 25.89 2,700 D ( 6 )
Series B Preferred Stock 12/04/2012 S 300 D $ 25.63 2,400 D ( 6 )
Series B Preferred Stock 12/04/2012 S 1,400 D $ 25.62 1,000 D ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock ( 2 ) $ 44.76 ( 1 ) ( 4 ) ( 4 ) Common Stock 20,263.285 20,263.285 D
Stock Option $ 40.35 05/01/2006 05/06/2016 Common Stock 2,500 2,500 D
Stock Option $ 54.17 04/27/2007 04/27/2017 Common Stock 2,500 2,500 D
Stock Option $ 50.15 04/25/2008 04/25/2018 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARACI PHILIP D
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA, MD20814
X
Signatures
Scott V. Schneider, by Power of Attorney 12/04/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1 for 1
( 2 )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.
( 3 )Self-Trust. Reporting person is a Trustee
( 4 )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.
( 5 )Self-IRA
( 6 )Self-Keogh

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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