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)
11/06/2019

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	11/06/2019		M		124,726	A	$11.31	1,425,469(1)(2)(3)	D
Common Shares of Beneficial Interest	11/06/2019		S		115,885	D	$15.22(4)	1,309,584	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
Stock Option (right to buy)	$11.31	11/06/2019		M			124,726	03/04/2013	03/04/2020	Common Shares of Beneficial Interest	124,726	$0.00	115,000	D

Explanation of Responses:

1. 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.

2. 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 .

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

4. 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.

Remarks:

	/s/ Gerard H. Sweeney	11/08/2019
	** 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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