BRANDYWINE REALTY TRUST — Director's Dealing 2017

Jan 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2017-01-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-18	Common Shares of Beneficial Interest	S	20000	$16.2666	Disposed	50759	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares of Beneficial Interest	1075368	Direct

Footnotes

F1: This filing also reports in the ending balance of shares owned, the sum of 1,858.05 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP). The ESPP shares were purchased following the Reporting Person's last Section 16 filing. Under the ESPP 897.99 shares were acquired on September 8, 2016 at a transaction price of $13.92 per share and 960.06 shares were acquired on December 8, 2016 at a transaction price of $13.02. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number.

F2: This filing also reports in the ending balance of shares owned the sum of 1,037.49 additional common shares acquired under the Company's Dividend Reinvestment Plan (DRIP). Under the DRIP 492.66 shares were acquired on July 25, 2016 at a transaction price of $16.54 per share and 544.83 were acquired on October 24, 2016 at a transaction price of $15.37 per share.

F3: 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.

F4: 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 $16.31, 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 seperate price within the ranges set forth in footnote (4) to this Form 4.