BRANDYWINE REALTY TRUST — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2012-03-01

Reporting Person: Mainardi Gabriel J (Vice President-Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Shares of Beneficial Interest	M	6897	$10.86	Acquired	24125	Direct
2012-03-01	Common Shares of Beneficial Interest	F	2381	$10.86	Disposed	21744	Direct
2012-03-01	Common Shares of Beneficial Interest	A	3069	—	Acquired	24813	Direct

Footnotes

F1: Reflects the delivery of common shares under the reporting person's 2009-2011 Restricted Performance Share Unit Award.

F2: This filing also reports in the ending balance of shares owned the sum of 477.86 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP) plus the sum of 244.00 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 233.24 shares were acquired on June 8, 2011 at a transaction price of $10.29 per share, 106.50 shares were acquired on September 08, 2011 at a transaction price of $9.39 and 138.12 shares were acquired on December 7, 2011 at a transaction price of $7.24. Under the DRIP 47.40 shares were acquired on April 25, 2011 at a transaction price of $12.09 per share, 50.91 shares were acquired on July 25, 2011 at a transaction price of $12.09 per share, 79.75 shares were acquired on October 24, 2011 at a transaction price of $8.01 per share and 65.93 shares were acquired on January 24, 2012 at a transaction price of $10.19 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: Reflects common shares withheld to satisfy payroll taxes due upon delivery of common shares under the reporting person's 2009-2011 Restricted Performance Share Unit Award.

F4: Reflects the grant of a restricted share award which cliff vests on April 15, 2015.