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BRANDYWINE REALTY TRUST Director's Dealing 2010

Dec 3, 2010

32479_dirs_2010-12-03_e69c333f-63e6-42ef-9939-7459a3b4fb06.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2010-12-01

Reporting Person: SWEENEY GERARD H (Director, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-12-01 Common Shares of Beneficial Interest F 2011 $11.30 Disposed 756914 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares of Beneficial Interest 190759 Indirect
Series D Cumulative Redeemable Preferred Shares 1500 Direct

Footnotes

F1: The disposition of shares reflects the shares redeemed to satisfy payroll taxes over the taxable value of shares distributed to the reporting person on December 1, 2010, from his account in the Brandywine Realty Trust Executive Deferred Compensation Plan (the "Plan") with such shares being distributed pursuant to both the terms of the Plan and the earlier elections made by the reporting person.

F2: This filing also reports in the ending balance of shares owned the sum of 6,062 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP) plus the sum of 529 common shares acquired under the Company's Dividend Reinvestment Plan (DRIP).
The ESPP and the DRIP shares were purchased following the Reporting Person's last Section 16 filing. Under the ESPP 2,871 shares were acquired on June 2, 2010 at a transaction price of $10.45 per share and 3,191 shares were acquired on September 8, 2010 at a transaction price of $9.40.
Under the DRIP 127 shares were acquired on April 22, 2010 at a transaction price of $12.40 per share, 195 shares were acquired on July 23, 2010 at a transaction price of $10.41 per share, and 207 shares were acquired on October 21, 2010 at a transaction price of 12.26 per share.
The ESPP and the DRIP provide for the purchase of fractional shares. The numbers reported herein are to the nearest whole number.

F3: There was no indirect transaction on the above date. The indirect ownership is being disclosed for informational purposes only.

F4: There was no Series D transaction on the above date. The Series D ownership is being disclosed for informational purposes only.