-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HarUCWvGfLDbU+ILeXHQfOITeNYuZ9KjKYRIlN5yCM8N8bOJaWJWO68PmZjKsLWE WiCjdJA9uJNvwQh6QlzPWA== 0001209191-10-015286.txt : 20100308 0001209191-10-015286.hdr.sgml : 20100308 20100308164131 ACCESSION NUMBER: 0001209191-10-015286 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100304 FILED AS OF DATE: 20100308 DATE AS OF CHANGE: 20100308 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BRANDYWINE REALTY TRUST CENTRAL INDEX KEY: 0000790816 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232413352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 EAST LANCASTER AVE. STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6103255600 MAIL ADDRESS: STREET 1: 555 EAST LANCASTER AVE. STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: LINPRO SPECIFIED PROPERTIES DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIPZNER HOWARD CENTRAL INDEX KEY: 0001170927 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09106 FILM NUMBER: 10664163 MAIL ADDRESS: STREET 1: 1696 NE MIAMI GARDENS DRIVE CITY: NMB STATE: FL ZIP: 33179 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-03-04 0 0000790816 BRANDYWINE REALTY TRUST BDN 0001170927 SIPZNER HOWARD 555 EAST LANCASTER AVENUE SUITE 100 RADNOR PA 19087 0 1 0 0 Executive Vice President & CFO Common Shares of Beneficial Interest 2010-03-04 4 A 0 17391 0.00 A 174528 D Common Shares of Beneficial Interest 2010-03-04 4 A 0 8681 11.31 A 183209 D Common Shares of Beneficial Interest 2010-03-04 4 A 0 6128 9.61 A 191036 D Series C Cumulative Redeemable Preferred Shares 5000 D Series D Cumulative Redeemable Preferred Shares 11200 D Stock Option (Right to Buy) 11.31 2010-03-04 4 A 0 67243 0.00 A 2011-03-04 2020-03-04 Common Shares of Beneficial Interest 67243 243812 D Performance Shares 0.00 2010-03-04 4 A 0 12077 0.00 A Common Shares of Beneficial Interest 12077 12077 D Reflects the grant of a restricted share award all the shares of which vest (cliff vest) on March 4, 2013 The shares acquired reflects the acquisition of shares under the Brandywine Realty Trust Executive Deferred Compensation Plan (the "Plan") pursuant to an earlier election by the reporting person to defer a part of his annual incentive compensation performance bonus for 2009 into the Plan and invest all or part of the amount deferred into Company shares. This portion of the annual compensation deferral did not qualify for any discount on the acquisition of shares and thus the reporting person's account in the Plan was credited with the shares based upon the closing price per share of the common shares on March 4, 2010 ($11.31). The shares acquired reflects the acquisition of shares under the Brandywine Realty Trust Executive Deferred Compensation Plan (the "Plan") pursuant to an earlier election by the reporting person to defer a part of his annual incentive compensation performance bonus for 2009 into the Plan and invest all or part of the amount deferred into Company shares. Consistent with a policy previously adopted by the Compensation Committee of the Board with respect to employee annual incentive compensation performance bonuses, and by making such election to invest the deferred bonus into Company shares, the reporting person was able to purchase the shares at a 15% discount on this portion of his deferred bonus. The reporting person's account in the Plan was credited with the number of common shares reported representing the shares purchased at the discounted price ($9.61) which reflects the 15% discount off of the closing price per share of the common shares on March 4, 2010 ($11.31). This filing also reports in the ending balance of shares owned the sum of 1,698.72 additional common shares acquired on March 4, 2010, under the Company's Employee Share Purchase Plan (ESPP). The shares were purchased following the Reporting Person's last Section 16 filing and were executed at a transaction price of $9.39 per share. The ESPP provides for the purchase of fractional shares. The number reported is the nearest whole number There was no Series C transaction on the above date. The Series C ownership is being disclosed for informational purposes only. There was no Series D transaction on the above date. The Series D ownership is being disclosed for informational purposes only. Reflects options awarded for 2009 performance and vest ratably over a three-year period in which 1/3rd of the options vest and become exercisable on March 4, 2011; another 1/3rd of the options vest and become exercisable on March 4, 2012; and the balance of the options vest and become exercisable on March 4, 2013. Options received as employment compensation. The ending balance of stock options reported herein includes all options currently held by the reporting person and is the sum of the current award together with the stock options awarded in prior years that remain outstanding and unexercised. Reflects the reporting person's receipt of an award under the Brandywine Realty Trust (BDN) 2010-2012 Restricted Performance Share Unit Program (the Program), a copy of which BDN is filing as an exhibit to a Current Report on Form 8-K. The award represents a contingent right to receive the number of BDN common shares reported in Table II (subject to increases or decreases as provided for in the Program) that may be issued to the reporting person under the Program if BDN's total return to shareholders during the measurement period established under the Program meets or exceeds specified targets and if the reporting person satisfies the vesting conditions applicable to his award. The number of BDN common shares, if any, that the reporting person would receive on account of his award will depend on the extent to which BDN meets or exceeds the performance targets, the payment of common share dividends and the reporting person's achievement of the vesting conditions applicable to his aw ard. /s/ Brad A. Molotsky, as Attorney-In-Fact for Howard Sipzner 2010-03-08 -----END PRIVACY-ENHANCED MESSAGE-----