BRANDYWINE REALTY TRUST — Director's Dealing 2012

Sep 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2012-09-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-07	Common Shares of Beneficial Interest	S	20000	$12.5076	Disposed	861900	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The transactions reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and Brandywine Realty Trust's policies regarding stock transactions, including its insider trading policy.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.50 to $12.53, inclusive. The reporting person undertakes to provide Brandywine Realty Trust, any security holder of Brandywine Realty Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

F3: This filing also reports in the ending balance of shares owned the sum of 2490.04 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP) plus the sum of 337.07 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 2490.04 shares were acquired on September 4, 2012 at a transaction price of $10.04 per share. Under the DRIP 337.07 shares were acquired on July 24, 2012 at a transaction price of $11.99 per share.

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

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