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Section 1: 4 (FORM 4)

Ownership Submission
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

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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(Print or Type Responses)
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 (Month/Day/Year)
07/01/2019
(Street)

BETHESDA, MD 20814
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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               7,620.63 I(1) See footnote(1)
Common Shares               8,320.63 I(2) See footnote(2)
Common Shares               4,072.38 I(3) See footnote(3)
Common Shares               4,607.005 I(4) 401K(4)
Common Shares               101,507.196 I(5) 401K(5)
Common Shares               35,062.4 I(6) See footnote(6)
Common Shares               403,725.63 I(7) See footnote(7)
Common Shares               362,027.398 I(8) See footnote(8)
Common Shares               533,756.255 I(9) See footnote(9)
Common Shares               2,773.782 I(10) See footnote(10)
Common Shares               146,218.251 I(11) See footnote(11)
Common Shares               7,886,255.807 I(12) See footnote(12)
Common Shares               109,717.856 I(13) See footnote(13)
Common Shares               314,226.651 I(14) See footnote(14)
Common Shares               38,327.805 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 $55.29(15) 07/01/2019   A   133.84     (16)   (16) Common Stock 133.84 $55.29 32,487.977 D  
Units $53.76(17)               (17)   (17) Common Stock 7,859,763   7,859,763 I See footnote
Stock Option $51.07             05/08/2015 05/08/2025 Common Stock 2,500   2,500 D  
Stock Option $57.74             05/06/2016 05/06/2026 Common Stock 2,500   2,500 D  
Stock Option $59.41             05/05/2017 05/05/2027 Common Stock 2,500   2,500 D  
Stock Option $49.46             05/11/2018 05/11/2028 Common Stock 2,500   2,500 D  
Stock Option $55.71             05/03/2019 05/03/2029 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, MD 20814
  X   X   Chief Executive Officer  

Signatures

 Scott V. Schneider, by Power of Attorney   07/02/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer.
(8) 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.
(9) 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.
(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 Patricia E. Saul, the reporting person's spouse.
(14) Owned by B.F. Saul Company, of which the reporting person is Chairman of the Board and Chief Executive Officer.
(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. As of May 31, 2019, 7,089,763 units are not convertible.

Note: 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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Section 2: EX-24 (POA-BFS II)

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints 
Scott V Schneider, the undersigned?s true and lawful attorney-in-fact to:

    (1)    execute for and on behalf of the undersigned, in the undersigned?s capacity as a 
director of Saul Centers, Inc. (the ?Company?), Forms 3, 4 and 5 in accordance with Section 
16(a) of the Securities and Exchange Act of 1934 and the rules thereunder;

    (2)     do and perform any and all acts for and on behalf of the undersigned which may 
be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and 
execute any amendment or amendments thereto, and timely file such form with the United States 
Securities and Exchange Commission and any stock exchange or similarly authority; and

    (3)     take any other action of any type whatsoever in connection with the foregoing 
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or 
legally required by, the undersigned, it being understood that the documents executed by such 
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such 
form and shall contain such terms and conditions as such attorney-in-fact may approve in such 
attorney-in-fact?s discretion.

    The undersigned hereby grants to such attorney-in-fact full power and authority to do and 
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the 
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power of substitution or 
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of 
attorney and the rights and powers herein granted.  The undersigned acknowledges that the 
foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not 
assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply 
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no 
longer required to file Forms 3, 4, and 5 with respect to the undersigned?s holdings of and 
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a 
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of this 2nd day of December, 2004.



                        Signature:    /s/ B. Francis Saul II
                        Name:        B. Francis Saul II
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