Sec Form 4 Filing - SAUL B FRANCIS II @ SAUL CENTERS, INC. - 2021-04-01

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 SAUL B FRANCIS II 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) CEO & President (Last) (First) (Middle) 7501 WISCONSIN AVENUE, 15TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2021 (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 4,072.38 I ( 1 ) See footnote ( 1 ) Common Shares 3,000 I ( 2 ) See footnote ( 2 ) Common Shares 35,062.4 I ( 3 ) See footnote ( 3 ) Common Shares 403,725.63 I ( 4 ) See footnote ( 4 ) Common Shares 533,756.255 I ( 5 ) See footnote ( 5 ) Units 7,957,988 I ( 6 ) See footnote ( 6 ) Common Shares 2,773.782 I ( 7 ) See footnote ( 7 ) Common Shares 146,218.251 I ( 8 ) See footnote ( 8 ) Common Shares 8,320.63 I ( 9 ) See footnote ( 9 ) Common Shares 337,091.862 ( 10 ) I ( 11 ) See footnote ( 11 ) Common Shares 376,645.044 ( 12 ) I ( 13 ) See footnote ( 13 ) Common Shares 5,164.077 ( 14 ) I ( 15 ) 401K ( 15 ) Common Shares 113,770.952 ( 16 ) I ( 17 ) 401K ( 17 ) Common Shares 132,229.061 ( 18 ) I ( 19 ) See footnote ( 19 ) Common Shares 8,222,553.288 ( 20 ) I ( 21 ) See footnote ( 21 ) Common Shares 73,337.981 ( 22 ) 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 Phantom Stock $ 41.12 ( 23 ) 04/01/2021 A 150.778 ( 24 ) ( 24 ) Common Stock 150.778 $ 41.12 37,371.66 ( 25 ) D Director Stock Option $ 51.07 05/08/2015 05/08/2025 Common Stock 2,500 2,500 D Director Stock Option $ 57.74 05/06/2016 05/06/2026 Common Stock 2,500 2,500 D Director Stock Option $ 59.41 05/05/2017 05/05/2027 Common Stock 2,500 2,500 D Director Stock Option $ 49.46 05/11/2018 05/11/2028 Common Stock 2,500 2,500 D Director Stock Option $ 55.71 05/03/2019 05/03/2029 Common Stock 2,500 2,500 D Director Stock Option $ 50 04/24/2020 04/24/2030 Common Stock 2,500 2,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAUL B FRANCIS II 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA, MD20814 X X CEO & President Signatures Carlos L. Heard, by Power of Attorney 04/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by The Sharon Elizabeth Saul Trust (the "SES Trust"). B Francis Saul II is the trustee of the SES Trust and, as such, he may be deemed to beneficially own the securities held by the SES Trust. ( 2 )These securities are held directly by The Andrew M. Saul Trust (the "AMS Trust"). B Francis Saul II is the trustee of the AMS Trust and, as such, he may be deemed to beneficially own the securities held by the AMS Trust. ( 3 )These securities are held directly by Van Ness Square Corporation ("Van Ness"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Van Ness and, as such, he may be deemed to beneficially own the securities held by Van Ness. ( 4 )These securities are held directly by Westminster Investing L.L.C. ("Westminster"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Westminster and, as such, he may be deemed to beneficially own the securities held by Westminster. ( 5 )These securities are held directly by Dearborn, L.L.C. ("Dearborn"). B. F. Saul Real Estate Investment Trust ("Saul Trust") is the sole member of Dearborn and, as such, it may be deemed to beneficially own the securities held by Dearborn. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company. ( 6 )Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP"), of which the Issuer is the general partner. In general, the units are convertible into shares of the Issuer's common stock on a one-for-one basis provided that, in accordance with the Articles of Incorporation of the Issuer, the right to convert may not be exercised at any time that the B. Francis Saul II, family members of B. Francis Saul II, entities controlled by B. Francis Saul II and other affiliates of B. Francis Saul II beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the Issuer's outstanding common stock and preferred stock. As of April 1, 2021, 6,757,988 units are not convertible. ( 7 )These securities are held directly by Avenel Executive Park Phase II, L.L.C. ("Avenel"). Saul Trust is the sole member of Avenel and, as such, it may be deemed to beneficially own the securities held by Avenel. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company. ( 8 )These securities are held directly by SHLP Unit Acquisition Corp. ("SHLP"). Saul Trust is the sole shareholder of SHLP and, as such, it may be deemed to beneficially own the securities held by SHLP. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company. ( 9 )These securities are held directly by The Patricia English Saul Trust (the "PES Trust"). B Francis Saul II is the trustee of the PES Trust and, as such, he may be deemed to beneficially own the securities held by the PES Trust. ( 10 )Balance increased by January 29, 2021 Dividend Reinvestment Plan award of 5,949.796 shares. ( 11 )These securities are held directly by the B.F. Saul Company. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of the B.F. Saul Company and, as such, he may be deemed to beneficially own the securities held by the B.F. Saul Company. ( 12 )Balance increased by January 29, 2021 Dividend Reinvestment Plan award of 6,647.922 shares. ( 13 )These securities are held directly by B.F. Saul Property Company ("Saul Property"). B.F. Saul Company ("Saul Company") is the sole equity holder of Saul Property and, as such, it may be deemed to beneficially own the securities held by Saul Property. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company. ( 14 )Balance increased by January 29, 2021 Dividend Reinvestment Plan award of 91.077 shares. ( 15 )These securities are held directly by a 401(k) plan of which Patricia E. Saul is a beneficiary. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul. ( 16 )Balance increased by January 29, 2021 Dividend Reinvestment Plan award of 2,006.952 shares. ( 17 )These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary. ( 18 )Balance increased by January 29, 2021 Dividend Reinvestment Plan award of 2,333.892 shares. ( 19 )These securities are held directly by Patricia E. Saul. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul. ( 20 )Balance increased by January 29, 2021 Dividend Reinvestment Plan award of 67,801.896 shares. ( 21 )These securities are held directly by the Saul Trust. B. Francis Saul II is the Chairman of the Board and the majority equityholder and, as such, he may be deemed to beneficially own the securities held by the Saul Trust. ( 22 )Balance increased by January 29, 2021 Dividend Reinvestment Plan award of 1,294.442 shares. ( 23 )Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis. ( 24 )The terms governing the conversion of the phantom stock into shares of the Issuer's common stock are contained in the Issuer's Deferred Compensation Plan, a copy of which has been filed with the Securities and Exchange Commission as part of the Issuer's proxy statement for its 2019 annual meeting. ( 25 )Includes 656.962 ($29.4977/share) awarded January 29, 2021 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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