Sec Form 4 Filing - SCHNEIDER SCOTT V @ SAUL CENTERS INC - 2014-11-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SCHNEIDER SCOTT V
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
(Last) (First) (Middle)
7501 WISCONSIN AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/06/2014
(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 494.471 ( 1 ) I Child-Eric
Common Shares 494.471 ( 1 ) I Child-Carson
Common Shares 527.95 ( 2 ) I Child-Clara
Common Shares 515.606 ( 3 ) I Child-Lindsey
Series C Preferred Stock 3,000 D
Common Shares 7,953.9 I ( 4 ) 401K
Common Shares 11/06/2014 M 3,000 A $ 33.22 11,397.38 D
Common Shares 11/06/2014 S 3,000 D $ 55.3066 8,397.38 D
Common Shares 11/10/2014 M 5,134 A $ 33.22 13,531.38 D
Common Shares 11/10/2014 S 5,134 D $ 55.127 8,397.38 D
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
Employee Stock Option $ 33.22 11/10/2014 M 5,134 05/06/2006( 5 ) 05/06/2015 Common Stock 5,134 $ 33.22 0 D
Employee Stock Option $ 33.22 11/06/2014 M 3,000 05/06/2006( 5 ) 05/06/2015 Common Stock 3,000 $ 33.22 5,134 D
Employee Stock Option $ 54.17 04/27/2008( 6 ) 04/27/2017 Common Stock 15,000 15,000 D
Employee Stock Option $ 41.82 05/13/2011( 6 ) 05/13/2021 Common Stock 15,000 15,000 D
Employee Stock Option $ 39.29 05/04/2012( 6 ) 05/04/2022 Common Stock 15,000 15,000 D
Employee Stock Option $ 44.42 05/10/2013( 6 ) 05/10/2023 Common Stock 20,000 20,000 D
Employee Stock Option $ 47.03 05/09/2014( 6 ) 05/09/2024 Common Shares 20,000 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHNEIDER SCOTT V
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA, MD20814
Sr. Vice President-CFO
Signatures
Scott V. Schneider 11/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Balance increased by October 31, 2014 Dividend Reinvestment Plan award of 3.724 shares.
( 2 )Balance increased by October 31, 2014 Dividend Reinvestment Plan award of 3.976 shares.
( 3 )Balance increased by October 31, 2014 Dividend Reinvestment Plan award of 3.883 shares.
( 4 )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.
( 5 )The options will vest 25% per year over four years from the date of grant.
( 6 )The options vest 25% per year over four years from the date of grant.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.