Sweeney Gerard H Form 4 BRANDYWINE REALTY TRUST / GERARD H SWEENEY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SWEENEY GERARD H

(Last) (First) (Middle)

2929 WALNUT ST.

SUITE 1700

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRANDYWINE REALTY TRUST [ BDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest(1)	02/01/2019		M		89,097	A	$14.96	1,253,256(2)(3)	D
Common Shares of Beneficial Interest(4)	02/01/2019		F		33,398	D	$14.96	1,219,858	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the delivery of common shares under the reporting person's 2016-2018 Restricted Performance Share Unit Award.

2. This filing also reports in the ending balance of shares owned, 1,868 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, 888 shares were acquired on September 10, 2018 at a transaction price of $14.08 per share and 980 shares were acquired on December 6, 2018 at a transaction price of $12.75 per share. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number.

3. This filing also reports in the ending balance 2,356.38 additional common shares acquired under the Company's Dividend Reinvestment Plan (DRIP). Under the DRIP, 688.80 shares were acquired on July 24, 2018 at a transaction price of $16.33 per share, 789.86 shares were acquired on October 22, 2018 at a transaction price of $14.60 and 877.73 shares were acquired on January 24, 2019 at a transaction price of $14.25 per share.

4. Reflects common shares withheld to satisfy payroll taxes due upon delivery of common shares under the reporting person's 2016-2018 Restricted Performance Share Unit Award.

Remarks:

	/s/ Gerard H. Sweeney	02/05/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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