BRANDYWINE REALTY TRUST — Director's Dealing 2011

Mar 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2011-03-02

Reporting Person: MOLOTSKY BRAD A (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-02	Common Shares of Beneficial Interest	A	14250	$0.00	Acquired	171571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-02	Stock Option (Right to Buy)	$11.89	A	46070	Acquired	2021-03-02	Common Shares of Beneficial Interest (46070)	Direct
2011-03-02	Performance Shares	$0.00	A	10178	Acquired		Common Shares of Beneficial Interest (10178)	Direct

Footnotes

F1: Reflects the grant of a restricted share award which cliff vests on April 15, 2014.

F2: Options received as employment compensation.

F3: The options vest in three equal annual installments beginning on March 2, 2012.

F4: Reflects the reporting person's receipt of an award under the Brandywine Realty Trust (BDN) 2011-2013 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.