BRANDYWINE REALTY TRUST — Director's Dealing 2012

Jun 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2012-05-31

Reporting Person: Joyce Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-31	Common Shares of Beneficial Interest	A	5343	—	Acquired	38458	Direct
2012-05-31	Common Shares of Beneficial Interest	A	1336	$11.23	Acquired	39935	Direct

Footnotes

F1: These shares reflect the $60,000 annual Trustee share award, with the number of shares awarded equal to $60,000 divided by a closing price on 05/31/2012 of $11.23. Shares vest ratably over three years: 1/3 on May 31, 2013; 1/3 on May 31, 2014 and 1/3 on May 31, 2015.

F2: These shares reflect the Reporting Person's election to receive $15,000 of his $45,000 annual Board retainer fee in shares in lieu of cash. The number of shares received was calculated based upon the closing price on 05/31/2012 of $11.23.

F3: This filing also reports in the ending balance of shares owned the sum of 140.62 additional common shares acquired under the Company's Dividend Reinvestment Plan (DRIP).The DRIP shares were purchased following the Reporting Person's last Section 16 filing. Under the DRIP 66.95 shares were acquired on January 19, 2012 at a transaction price of $11.37 per share, and 73.67 shares were acquired on April 19, 2012 at a transaction price of $10.18.