UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant Toto Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~July 20, 2016~~

~~Brandywine~~Date ~~Realty~~of ~~Trust~~Report (Date of earliest event reported): March 20 , 2017

~~Brandywine~~BRANDYWINE ~~Operating~~REALTY ~~Partnership,~~TRUST ~~L.P.~~

BRANDYWINE OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in charter)

Maryland (Brandywine Realty Trust)	001-9106	23-2413352
Delaware (Brandywine Operating Partnership, L.P.)	000-24407 ~~(Commission file number)~~	23-2862640 ~~(I.R.S. Employer Identification Number)~~
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

555 East Lancaster Avenue, Suite 100

Radnor, PA 19087

(Address of principal executive offices) (Zip Code)

(610) 325-5600

(Registrant'’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~☐ ~~2.02Results~~Soliciting ofmaterial ~~Operations~~pursuant ~~and~~to ~~Financial~~Rule ~~Condition~~ 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~The~~☐ ~~information in this Current Report on Form 8~~Pre-Kcommencement iscommunications ~~furnished~~pursuant ~~under Item 2.02 - “Results of Operations and Financial Condition.” Such information, including the exhibits attached hereto, shall not be deemed~~ to beRule ~~“filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended~~ 14d-2(~~the “Exchange Act”~~b), ~~or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing~~ under the ~~Securities Act of 1933, as amended, or the~~ Exchange Act ~~regardless~~(17 ofCFR ~~any general incorporation language in such filing~~240.14d-2(b))

On☐ ~~July~~Pre-commencement ~~20,~~communications ~~2016,~~pursuant weto ~~issued~~Rule a13e-4(c) ~~press~~under ~~release announcing our financial results for~~ the ~~six~~Exchange ~~months~~Act ~~ended~~(17 ~~June~~CFR ~~30, 2016~~240. ~~That press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.~~13e-4(c))

~~The~~Item ~~press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission's Regulation G~~8. ~~With~~01 ~~respect~~Other to such non-GAAP financial measures, we have disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and have provided a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measureEvents.

~~Item~~Brandywine 9Realty Trust (“Brandywine”) today filed a prospectus supplement to the prospectus dated March 20, 2017 that relates to the offering of its common shares under its “continuous equity” offering program that commenced on January 10, 2017 and was previously disclosed in Brandywine’s and Brandywine Operating Partnership, L.~~01Financial~~P.’s ~~Statements~~Current Report on Form 8-K filed with the Securities and ~~Exhibits~~Exchange Commission on January 10, 2017 (the “Prior 8-K”). Specifics of the program are incorporated by reference from the Prior 8-K. The filing was made to continue this offering under the new shelf registration statement on Form S-3 (No. 333-216822) that it and Brandywine Operating Partnership, L.P. filed today.

~~Exhibits~~The legal opinion of Pepper Hamilton LLP relating to the legality of the shares offered by the prospectus supplement and the legal opinion of Pepper Hamilton with respect to certain tax matters are attached as Exhibit 5.1 and Exhibit 8.1, respectively, to this Current Report.

99Item 9.~~1 Brandywine~~01 ~~Realty~~Financial ~~Trust~~Statements ~~Press~~and ~~Release dated July 20, 2016~~Exhibits.

2(d) Exhibits


Exhibit No.		Description

5.1		Opinion of Pepper Hamilton LLP regarding the legality of the shares offered.

8.1		Opinion of Pepper Hamilton LLP with respect to certain tax matters.

23.1		Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

23.2		Consent of Pepper Hamilton LLP (included in Exhibit 8.1).

-2-

Signatures

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

~~Brandywine~~BRANDYWINE ~~Realty~~REALTY ~~Trust~~TRUST By: /s/ ~~Thomas~~Gerard EH. ~~Wirth~~Sweeney ~~Thomas~~Gerard EH. ~~Wirth~~Sweeney ~~Executive Vice~~ President and Chief ~~Financial~~Executive Officer

~~Brandywine~~BRANDYWINE ~~Operating~~OPERATING ~~Partnership~~PARTNERSHIP, L.P., ByBY: ~~Brandywine~~BRANDYWINE ~~Realty~~REALTY ~~Trust~~TRUST, ~~its~~ITS ~~sole~~SOLE ~~General~~GENERAL ~~Partner~~PARTNER By: /s/ ~~Thomas~~Gerard EH. ~~Wirth~~Sweeney ~~Thomas~~Gerard EH. ~~Wirth~~Sweeney ~~Executive Vice~~ President and Chief ~~Financial~~Executive Officer

Date: ~~July~~ March 20, ~~2016~~2017

-3-

EXHIBIT INDEX


Exhibit No.		Description

5.1		Opinion of Pepper Hamilton LLP regarding the legality of the shares offered.

8.1		Opinion of Pepper Hamilton LLP with respect to certain tax matters.

23.1		Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

23.2		Consent of Pepper Hamilton LLP (included in Exhibit 8.1).

-4-

Filing Compare · BRANDYWINE OPERATING PARTNERSHIP, L.P.