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: Johnstone George (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-04	Common Shares of Beneficial Interest	A	8488	$0.00	Acquired	63006	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	32820	Acquired	2020-03-04	Common Shares of Beneficial Interest (32820)	Direct
2010-03-04	Performance Shares	$0.00	A	5895	Acquired		Common Shares of Beneficial Interest (5895)	Direct

Footnotes

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

F2: 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.

F3: Options received as employment compensation.

F4: 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.

F5: 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.