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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)
Chief Executive Officer
(Last)          (First)          (Middle)

7501 WISCONSIN AVENUE, 15TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2016
(Street)

BETHESDA, MD 20814
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  7620.63   I   (1) See footnote   (1)
Common Shares                  8320.63   I   (2) See footnote   (2)
Common Shares                  4072.38   I   (3) See footnote   (3)
Common Shares                  4182.66   I   (4) 401K   (4)
Common Shares                  92158.95   I   (5) 401K   (5)
Common Shares                  35062.399   I   (6) See footnote   (6)
Common Shares                  403725.63   I   (7) See footnote   (7)
Common Shares                  483890.56   I   (8) See footnote   (8)
Common Shares                  356523.19   I   (9) See footnote   (9)
Common Shares                  2488.98   I   (10) See footnote   (10)
Common Shares                  112051.95   I   (11) See footnote   (11)
Common Shares                  7301411.47   I   (12) See footnote   (12)
Common Shares                  281162.50   I   (13) See footnote   (13)
Common Shares                  98172.92   I   (14) See footnote   (14)
Common Shares                  33064.62   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   $61.28   (15) 7/1/2016     A      120.757         (16)   (16) Common Stock   27771.155   $61.28   27771.155   D    
Units   $51.76   (17)                    (17)   (17) Common Stock   7372728.0     7372728   I   See footnote  
Stock Option   $51.07                    5/8/2015   5/8/2025   Common Stock   2500.0     2500   D    
Stock Option   $57.74                    5/6/2016   5/6/2026   Common Stock   2500.0     2500   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.
( 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 Patricia E. Saul's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.
( 5)  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.
( 6)  Owned by Van Ness Square Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
( 7)  Owned by Westminster Investing Corporation, of which the reporting person is Chairman of the Board and Chief Executive Officer.
( 8)  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.
( 9)  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.
( 10)  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.
( 11)  Owned by Saul Holdings Limited Partnership Unit Acquisition Corporation, 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.
( 12)  Owned by B.F. Saul Real Estate Investment Trust, of which the reporting person is Chairman of the Board and the majority owner.
( 13)  Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
( 14)  Owned by Patricia E. Saul, the reporting person's spouse.
( 15)  1 for 1
( 16)  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.
( 17)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SAUL B FRANCIS II
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA, MD 20814 		X X Chief Executive Officer

Signatures
Scott V. Schneider, by Power of Attorney 7/6/2016
** 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).
** 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 control number.
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