BRANDYWINE REALTY TRUST — Director's Dealing 2019

Nov 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2019-11-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-06	Common Shares of Beneficial Interest	M	124726	$11.31	Acquired	1425469	Direct
2019-11-06	Common Shares of Beneficial Interest	S	115885	$15.22	Disposed	1309584	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-06	Stock Option (right to buy)	$11.31	M	124726	Disposed	2020-03-04	Common Shares of Beneficial Interest (124726)	Direct

Footnotes

F1: This filing also reports in the ending balance of shares owned, 999.9984 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 999.9984 shares were acquired on September 12, 2019 at a transaction price of $12.5 per share. 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 1,848.25 additional common shares acquired under the Company's Dividend Reinvestment Plan (DRIP). Under the DRIP 921.933 shares were acquired on July 19, 2019 at a transaction price of $14.33 per share and 926.312 shares were acquired on October 17, 2019 at a transaction price of $14.66 per share .

F3: The amount reflects a 1,869 share increase from the Reporting Person's previous ending balance to correct an error.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.150 to $15.275, inclusive. The reporting person undertakes to provide to 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 ranges set forth in footnote(4) to this Form 4.