BRANDYWINE REALTY TRUST — Director's Dealing 2016

Jun 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2016-06-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-27	Common Shares of Beneficial Interest	S	60000	$15.74	Disposed	1072472	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares of Beneficial Interest	70759	Indirect

Footnotes

F1: The transaction reported in this Form 4 was 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: A sale on June 27, 2016, pursuant to a Rule 10b5-1 plan, of an additional 60,000 shares owned indirectly by the reporting person (through the reporting person's family limited partnership) is being reported separately on another Form 4 filed on June 29, 2016.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.53 to $15.83, 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.

F4: This filing also reports in the ending balance of shares owned the sum of 2,180.03 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP). Under the ESPP 1,152.07 shares were acquired on March 8, 2016 at a transaction price of $10.85 per share and 1,027.96 shares were acquired on June 8, 2016 at a transaction price of $12.16 per share.

F5: This filing also reports in the ending balance of shares owned the sum of 522.58 additional common shares acquired under the Company's Dividend Reinvestment Plan (DRIP). Under the DRIP 522.58 shares were acquired on April 21,2016 at a transaction price of $14.17 per share.

F6: This balance reflects a reduction of 60,000 shares from a sale, on June 27, 2016, made pursuant to a previously established 10b5-1 plan and reported separately on another Form 4 filed on June 29, 2016.