BRANDYWINE REALTY TRUST — Director's Dealing 2015

Jan 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2014-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Shares of Beneficial Interest	S	20000	$16.26	Disposed	871137	Direct
2014-12-31	Common Shares of Beneficial Interest	S	20000	$16.26	Disposed	170759	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 $16.25 to $16.28, 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 2281.11 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP) plus the sum of 1197.35 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 400 shares were acquired on June 9, 2014 at a transaction price of $12.50 per share and 1881.11 shares were aquired on September 9, 2014 at a transaction price of $13.29. Under the DRIP 395.18 shares were acquired on April 23, 2014, at a transaction price of $14.50 per share, 367.15 shares were acquired on July 24, 2014, at a transaction price of $15.93 per share and 435.02 shares were acquired on October 23, 2014, at a transaction price of $14.22 per share