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: SWEENEY GERARD H (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Shares of Beneficial Interest	M	116423	$10.86	Acquired	922098	Direct
2012-03-01	Common Shares of Beneficial Interest	F	46103	$10.86	Disposed	875995	Direct
2012-03-01	Common Shares of Beneficial Interest	A	55249	—	Acquired	931244	Direct

Holdings (Non-Derivative)

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

Footnotes

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

F2: 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.

F3: This filing also reports in the ending balance of shares owned the sum of 5,957.32 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP) plus the sum of 816.83 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 3,194.89 shares were acquired on September 08, 2011 at a transaction price of $9.39 and 2,762.43 shares were acquired on December 7, 2011 at a transaction price of $7.24. Under the DRIP 430.93 shares were acquired on October 24, 2011 at a transaction price of $8.01 per share, 385.90 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.

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

F5: There was no transaction in shares held indirectly. The indirect shares are being shown solely for informational purposes only.

F6: There was no Series D transaction on the above date. The Series D ownership is being disclosed for informational purposes only.