BRANDYWINE REALTY TRUST — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2014-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Common Shares of Beneficial Interest	M	2458	$14.65	Acquired	30064	Direct
2014-03-01	Common Shares of Beneficial Interest	F	904	$14.65	Disposed	29160	Direct

Footnotes

F1: Reflects the delivery of common shares under the reporting person's 2011-2013 Restricted Performance Share Unit Award.

F2: This filing also reports in the ending balance of shares owned the sum of 373.61 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP) plus the sum of 242.99 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 192.51 shares were acquired on June 7, 2013 at a transaction price of $12.61 per share, 90 shares were acquired on September 9, 2013 at a transaction price of $11.56 per share, and 91.10 shares were acquired on December 10, 2013 at a transaction price of $11.42 per share.

F3: Under the DRIP 55.54 shares were acquired on April 24, 2013 at a transaction price of $14.73 per share, 59.45 shares were acquired on July 24, 2013 at a transaction price of $14.39 per share, 63.93 shares were acquired on October 23, 2013 at a transaction price of $13.73 per share, and 64.07 shares were acquired on January 24, 2014 at a transaction price of $14.06 per share.

F4: Reflects common shares withheld to satisfy payroll taxes due upon delivery of common shares under the reporting person's 2011-2013 Restricted Performance Share Unit Award.