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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $ 28.1 | 01/05/2006 | D/K | 12,300 | (4) | 02/28/2012 | Common Shares | 12,300 | (4) | 0 | D | ||||
| Stock Options | $ 29.09 | 01/05/2006 | D/K | 70,667 | (5) | 03/05/2013 | Common Shares | 70,667 | (5) | 0 | D | ||||
| Stock Options | $ 34.2 | 01/05/2006 | D/K | 84,000 | (6) | 02/23/2014 | Common Shares | 84,000 | (6) | 0 | D | ||||
| Units of Limited Partnership Interest | $ 0 | 01/05/2006 | D/K | 30,956 | (7) | 12/31/2050 | Common Shares | 30,956 | (7) | 0 | D | ||||
| Units of Limited Partnership Interest | $ 0 | 01/05/2006 | D/K | 55,000 | (8) | 12/31/2050 | Common Shares | 55,000 | (8) | 0 | D | ||||
| Stock Options | $ 34.8 | 01/05/2006 | D | 100,000 | (9) | 02/03/2015 | Common Shares | 100,000 | $ 41.08 | 0 | I | By Partnership (10) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| AUGUST THOMAS F 3890 W. NORTHWEST HIGHWAY SUITE 400 DALLAS, TX 75220 |
X | President & CEO | ||
| Gregory S. Imhoff (POA on File) Thomas F. August | 01/05/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These shares were held in a deferred compensation account and will be exchanged at the option exercise ratio for 281,521 shares of BDN having a market value of $8,150,265 on the date of the merger. |
| (2) | These shares were held directly and will be exchanged for the merger consideration of $21.50 per share and 173,339 shares of BDN having a market value of $5,018,164 on the date of the merger. |
| (3) | These shares were held in certain grantor retained annuity trust and will be exchanged for the merger consideration of $21.50 per share and 80,397 shares of BDN having a market value of $2,327,493 on the date of the merger. |
| (4) | This option, held in a deferred compensation account, which provided for vesting in three equal annual installments beginning on February 28, 2002, was assumed by Brandywine in the merger and replaced with and option to purchase 17,805 common shares of beneficial interest of Brandywine for $19.4114 per common share. |
| (5) | This option, held in a deferred compensation account, which provided for vesting in three equal annual installments beginning on March 5, 2003, was assumed by Brandywine in the merger and replaced with and option to purchase 102,298 common shares of beneficial interest of Brandywine for $18.0229 per common share. |
| (6) | This option, which provided for vesting in three equal annual installments beginning on February 23, 2004, was assumed by Brandywine in the merger and replaced with an option to purchase 121,598 common shares of beneficial interest of Brandywine for $23.6253 per common share. |
| (7) | These redeemable units of limited partnership interest of Prentiss Properties Acquistion Partners, L.P. which were convertible on a one for one basis into common shares of Prentiss Properties Trust, were converted in the merger into 42,716 Class A Units of Brandywine Operating Partnership, L.P. which are each convertible into 1 common share of Brandywine Realty Trust. |
| (8) | These redeemable units of limited partnership interest of Prentiss Properties Acquistion Partners, L.P. which were convertible on a one for one basis into common shares of Prentiss Properties Trust, were converted in the merger into 75,895 Class A Units of Brandywine Operating Partnership, L.P. which are each convertible into 1 common share of Brandywine Realty Trust. |
| (9) | This option, which provided for vesting in three equal annual installments beginning February 3, 2006, was canceled in the merger in exchange for a cash payment of $628,000.00, representing the number of unexercised shares relating to such option times the difference between the per share exercise price of the option and the per share cash value of the merger consideration $41.08 per share. |
| (10) | By Partnership. |