BRANDYWINE REALTY TRUST — Director's Dealing 2010

Mar 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2010-03-04

Reporting Person: SIPZNER HOWARD (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-04	Common Shares of Beneficial Interest	A	17391	$0.00	Acquired	174528	Direct
2010-03-04	Common Shares of Beneficial Interest	A	8681	$11.31	Acquired	183209	Direct
2010-03-04	Common Shares of Beneficial Interest	A	6128	$9.61	Acquired	191036	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-04	Stock Option (Right to Buy)	$11.31	A	67243	Acquired	2020-03-04	Common Shares of Beneficial Interest (67243)	Direct
2010-03-04	Performance Shares	$0.00	A	12077	Acquired		Common Shares of Beneficial Interest (12077)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Series C Cumulative Redeemable Preferred Shares	5000	Direct
Series D Cumulative Redeemable Preferred Shares	11200	Direct

Footnotes

F1: Reflects the grant of a restricted share award all the shares of which vest (cliff vest) on March 4, 2013

F2: The shares acquired reflects the acquisition of shares under the Brandywine Realty Trust Executive Deferred Compensation Plan (the "Plan") pursuant to an earlier election by the reporting person to defer a part of his annual incentive compensation performance bonus for 2009 into the Plan and invest all or part of the amount deferred into Company shares. This portion of the annual compensation deferral did not qualify for any discount on the acquisition of shares and thus the reporting person's account in the Plan was credited with the shares based upon the closing price per share of the common shares on March 4, 2010 ($11.31).

F3: The shares acquired reflects the acquisition of shares under the Brandywine Realty Trust Executive Deferred Compensation Plan (the "Plan") pursuant to an earlier election by the reporting person to defer a part of his annual incentive compensation performance bonus for 2009 into the Plan and invest all or part of the amount deferred into Company shares. Consistent with a policy previously adopted by the Compensation Committee of the Board with respect to employee annual incentive compensation performance bonuses, and by making such election to invest the deferred bonus into Company shares, the reporting person was able to purchase the shares at a 15% discount on this portion of his deferred bonus. The reporting person's account in the Plan was credited with the number of common shares reported representing the shares purchased at the discounted price ($9.61) which reflects the 15% discount off of the closing price per share of the common shares on March 4, 2010 ($11.31).

F4: This filing also reports in the ending balance of shares owned the sum of 1,698.72 additional common shares acquired on March 4, 2010, under the Company's Employee Share Purchase Plan (ESPP). The shares were purchased following the Reporting Person's last Section 16 filing and were executed at a transaction price of $9.39 per share. The ESPP provides for the purchase of fractional shares. The number reported is the nearest whole number

F5: There was no Series C transaction on the above date. The Series C ownership is being disclosed for informational purposes only.

F6: There was no Series D transaction on the above date. The Series D ownership is being disclosed for informational purposes only.

F7: Reflects options awarded for 2009 performance and vest ratably over a three-year period in which 1/3rd of the options vest and become exercisable on March 4, 2011; another 1/3rd of the options vest and become exercisable on March 4, 2012; and the balance of the options vest and become exercisable on March 4, 2013.

F8: Options received as employment compensation.

F9: The ending balance of stock options reported herein includes all options currently held by the reporting person and is the sum of the current award together with the stock options awarded in prior years that remain outstanding and unexercised.

F10: Reflects the reporting person's receipt of an award under the Brandywine Realty Trust (BDN) 2010-2012 Restricted Performance Share Unit Program (the Program), a copy of which BDN is filing as an exhibit to a Current Report on Form 8-K. The award represents a contingent right to receive the number of BDN common shares reported in Table II (subject to increases or decreases as provided for in the Program) that may be issued to the reporting person under the Program if BDN's total return to shareholders during the measurement period established under the Program meets or exceeds specified targets and if the reporting person satisfies the vesting conditions applicable to his award. The number of BDN common shares, if any, that the reporting person would receive on account of his award will depend on the extent to which BDN meets or exceeds the performance targets, the payment of common share dividends and the reporting person's achievement of the vesting conditions applicable to his award.