SEC FORM 4

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^*

SIPZNER HOWARD

(Last)

(First)

(Middle)

555 EAST LANCASTER AVENUE

SUITE 100

(Street)

RADNOR

19087

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest	03/20/2009		P		20,000	A	$2.5505	114,731	D
Common Shares of Beneficial Interest⁽¹⁾	03/20/2009	03/20/2009	J	V	298	A	$5.9353	115,029	D
Common Shares of Beneficial Interest⁽²⁾	03/20/2009	03/20/2009	J	V	2,405	A	$6.05	117,434	D
Common Shares of Beneficial Interest⁽³⁾	03/20/2009	03/20/2009	J	V	84	A	$6.5399	117,518	D
Series C Cumulative Redeemable Preferred Shares⁽⁴⁾								5,000	D
Series D Cumulative Redeemable Preferred Shares⁽⁵⁾	03/20/2009	03/20/2009	J	V	172	A	$11.3616	10,243	D
Series D Cumulative Redeemable Preferred Shares⁽⁶⁾	03/20/2009	03/20/2009	J	V	235	A	$11.4654	10,478	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 298 additional Brandywine Realty Trust common shares acquired on 01/20/09 through a broker-administered dividend reinvestment plan (DRIP) with terms similar to the Brandywine Realty Trust Dividend Reinvestment Plan. The shares were purchased following the Reporting Person's last Section 16 filing and were executed at a transaction price of $5.9353. The information in this report is as of 03-20-2009. The DRIP Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.

2. Includes 2,405 additional Brandywine Realty Trust common shares acquired on 01/21/09 through a broker-administered dividend reinvestment plan (DRIP) with terms similar to the Brandywine Realty Trust Dividend Reinvestment Plan. The shares were purchased following the Reporting Person's last Section 16 filing and were executed at a transaction price of $6.05. The information in this report is as of 03-20-2009. The DRIP Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.

3. Includes 84 additional Brandywine Realty Trust common shares acquired on 01/23/09 through the Brandywine Realty Trust Dividend Reinvestment Plan (DRIP). The shares were purchased following the Reporting Person's last Section 16 filing and were executed at a transaction price of $6.5399. The information in this report is as of 03-20-2009. The DRIP Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.

4. There was no Series C transaction on the above date. The Series C ownership is being disclosed for informational purposes only.

5. Includes 172 additional Brandywine Realty Trust Series D Cumulative Redeemable Preferred Shares acquired on 01/15/09 through a broker-administered dividend reinvestment plan (DRIP) with terms similar to the Brandywine Realty Trust Dividend Reinvestment Plan. The shares were purchased following the Reporting Person's last Section 16 filing and were executed at a transaction price of $11.3616. The information in this report is as of 03-20-2009. The DRIP Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.

6. Includes 235 additional Brandywine Realty Trust Series D Cumulative Redeemable Preferred Shares acquired on 01/16/09 through a broker-administered dividend reinvestment plan (DRIP) with terms similar to the Brandywine Realty Trust Dividend Reinvestment Plan. The shares were purchased following the Reporting Person's last Section 16 filing and were executed at a transaction price of $11.4654. The information in this report is as of 03-20-2009. The DRIP Plan provides for the purchase of fractional shares. The number reported is rounded up to the next whole number.

Remarks:

	/s/ Brad A. Molotsky, as Attorney-in-Fact for Howard Sipzner	03/24/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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