BRANDYWINE REALTY TRUST — Director's Dealing 2020

Feb 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRANDYWINE REALTY TRUST (BDN)
CIK: 0000790816
Period of Report: 2020-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-31	Common Shares of Beneficial Interest	F	5830	$15.62	Disposed	1305615	Direct
2020-02-01	Common Shares of Beneficial Interest	M	66391	$15.62	Acquired	1372006	Direct
2020-02-01	Common Shares of Beneficial Interest	F	21570	$15.62	Disposed	1350436	Direct
2020-02-03	Common Shares of Beneficial Interest	M	8410	$11.89	Acquired	1358846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-03	Stock Option (right to buy)	$11.89	M	8410	Disposed	2021-03-01	Common Shares of Beneficial Interest (8410)	Direct

Footnotes

F1: Reflects common shares withheld to satisfy payroll taxes due with respect to a scheduled distribution from the Company's deferred compensation plan.

F2: This filing also reports in the ending balance of shares owned, 984.2504 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 984.2504 shares were acquired on December 9, 2019 at a transaction price of $12.7 per share. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number.

F3: This filing also reports in the ending balance 876.3378 additional common shares acquired under the Company's Dividend Reinvestment Plan (DRIP). Under the DRIP 876.3378 shares were acquired on January 22, 2020 at a transaction price of $15.91 per share.

F4: Reflects the delivery of common shares under the reporting person's 2017-2019 Restricted Performance Share Unit Award

F5: Reflects common shares withheld to satisfy payroll taxes due upon delivery of common shares under the reporting person's 2017-2019 Restricted Performance Share Unit Award.