Sec Form 4 Filing - SWEENEY GERARD H @ BRANDYWINE REALTY TRUST - 2017-12-18

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SWEENEY GERARD H 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 (Last) (First) (Middle) 2929 WALNUT ST., SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2017 (Street) PHILADELPHIA, PA19104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 12/18/2017 S 9,241 D $ 18.5092 ( 2 ) 1,126,232 ( 3 ) ( 4 ) D Common Shares of Beneficial Interest ( 1 ) 12/18/2017 S 10,759 D $ 18.5093 ( 2 ) 0 I Family Limited Partnership

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SWEENEY GERARD H 2929 WALNUT ST. SUITE 1700 PHILADELPHIA, PA19104 X President and CEO Signatures /s/ Gerard H. Sweeney 12/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and Brandywine Realty Trust's policies regarding stock transactions, including its insider trading policy. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.50 to $18.54, inclusive. The reporting person undertakes to provide 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 seperate price within the ranges set forth in footnote (4) to this Form 4. ( 3 )This filing also reports in the ending balance of shares owned, the sum of 2,581.09 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 879.66 shares were acquired on June 6, 2017 at a transaction price of $14.21 per share, 859.11 shares were acquired on September 7, 2017 at a transaction price of $14.55 per share and 842.32 shares were acquired on December 7, 2017 at a transaction price of $14.84 per share. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number. ( 4 )This filing also reports in the ending balance of shares owned the sum of 1,572.88 additional common shares acquired under the Company's Dividend Reinvestment Plan (DRIP). Under the DRIP 522.11 shares were acquired on April 19, 2017 at $16.93 per share, 533.35 shares were acquired on July 21, 2017 at a transaction price of $17.00 per share and 517.42 were acquired on October 18, 2017 at a transaction price of $17.95 per share.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.