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: SIPZNER HOWARD (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-02	Common Shares of Beneficial Interest	A	18441	$0.00	Acquired	212545	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	59621	Acquired	2021-03-02	Common Shares of Beneficial Interest (59621)	Direct
2011-03-02	Performance Shares	$0.00	A	13172	Acquired		Common Shares of Beneficial Interest (13172)	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 which cliff vests on April 15, 2014.

F2: This filing also reports in the ending balance of shares owned, the sum of 3,068.52 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP). The ESPP shares were purchased following the Reporting Person's last Section 16 filing. Under the ESPP 2,392.34 shares were acquired on June 7, 2010 at a transaction price of $10.45 per share, 351.06 shares were acquired on September 13, 2010 at a transaction price of $9.40 and 325.12 shares were acquired on December 7, 2010 at a transaction price of $10.15. The ESPP provides for the purchase of fractional shares. The numbers reported herein are to the nearest whole number.

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

F4: Options received as employment compensation.

F5: The options vest in three equal annual installments beginning on March 2, 2012.

F6: 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.