Amended Statement of Changes in Beneficial Ownership (4/a)
June 20 2017 - 3:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
CARACI PHILIP D
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2. Issuer Name
and
Ticker or Trading Symbol
SAUL CENTERS INC
[
BFS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
7501 WISCONSIN AVENUE, 15TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2017
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(Street)
BETHESDA, MD 20814
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
6/19/2017
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares
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51987
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I
(1)
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Self-Trust
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Common Shares
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2802
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I
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Wife's IRA
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Common Shares
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20764
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I
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Wifes-Trust
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Series C Preferred Stock
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3202
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I
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Wife's Trust
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Common Shares
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51316
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D
(2)
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Series C Preferred Stock
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6/15/2017
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A
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50
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A
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$25.47
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2028
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D
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Phantom Stock
(3)
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$61.52
(4)
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(5)
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(5)
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Common Stock
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23677.902
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23677.902
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D
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Stock Option
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$41.82
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5/13/2011
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5/13/2021
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Common Stock
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2500.0
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2500
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D
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Stock Option
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$39.29
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5/4/2012
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5/4/2022
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Common Stock
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2500.0
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2500
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D
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Stock Option
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$44.42
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5/10/2013
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5/10/2023
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Common Stock
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2500.0
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2500
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D
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Stock Option
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$47.03
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5/9/2014
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5/9/2024
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Common Stock
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2500.0
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2500
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D
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Stock Option
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$51.07
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5/8/2015
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5/8/2025
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Common Stock
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2500.0
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2500
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D
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Stock Option
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$57.74
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5/6/2016
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5/6/2026
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Common Stock
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2500.0
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2500
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D
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Stock Option
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$59.41
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5/5/2017
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5/5/2027
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Common Stock
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2500.0
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2500
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D
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Explanation of Responses:
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(1)
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Self-Trust. Reporting person is a Trustee
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(2)
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Self-IRA
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(3)
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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.
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(4)
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1 for 1
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(5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CARACI PHILIP D
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA, MD 20814
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X
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Signatures
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Scott V. Schneider, by Power of Attorney
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6/20/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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