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^*

RUBIN GEORGE F

(Last)

(First)

(Middle)

C/O PENN. REAL ESTATE INVESTMENT TRUST

THE BELLEVUE, 200 S. BROAD ST.

(Street)

PHILADELPHIA

19102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST [ PEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2008

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)
Shares of Beneficial Interest, par value $1.00 per share	09/22/2008		G	V	2,500	D	⁽¹⁾	93,378	D
Shares of Beneficial Interest, par value $1.00 per share								27,800	I	By Trust⁽²⁾
Shares of Beneficial Interest, par value $1.00 per share								7,834	I	By Trust⁽³⁾
Shares of Beneficial Interest, par value $1.00 per share								5,000	I	By Trust⁽⁴⁾
Shares of Beneficial Interest, par value $1.00 per share								750	I	By Trust⁽⁴⁾
Shares of Beneficial Interest, par value $1.00 per share								900	I	By Trust⁽⁵⁾
Shares of Beneficial Interest, par value $1.00 per share								1,063	I	By Spouse⁽⁶⁾

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)
Units of Class A Limited Partnership Interest	⁽⁷⁾	09/26/2008		J⁽⁸⁾			100,000	⁽⁷⁾	⁽⁷⁾	Shares of Beneficial Interest, par value $1.00 per share	100,000	$19.15	0	I	By GRAT
Units of Class A Limited Partnership Interest	⁽⁷⁾	09/26/2008		J⁽⁸⁾			100,000	⁽⁷⁾	⁽⁷⁾	Shares of Beneficial Interest, par value $1.00 per share	100,000	$19.15	0	I	By GRAT
Units of Class A Limited Partnership Interest	⁽⁷⁾	09/26/2008		G	V	100,000		⁽⁷⁾	⁽⁷⁾	Shares of Beneficial Interest, par value $1.00 per share	100,000	$0	100,000	I	By GRAT⁽⁹⁾
Units of Class A Limited Partnership Interest	⁽⁷⁾	09/26/2008		G	V	100,000		⁽⁷⁾	⁽⁷⁾	Shares of Beneficial Interest, par value $1.00 per share	100,000	$0	100,000	I	By GRAT⁽¹⁰⁾
Units of Class A Limited Partnership Interest	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Shares of Beneficial Interest, par value $1.00 per share	346,907		346,907	D
Units of Class A Limited Partnership Interest	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Shares of Beneficial Interest, par value $1.00 per share	86,934		86,934	I	By the Non-QTIP Marital Trust U/W of Richard I. Rubin⁽²⁾

Explanation of Responses:

1. Transfer by gift involving no consideration.

2. These securities are held by the Non-QTIP Marital Trust U/W of Richard I. Rubin (the "Marital Trust"), a trust of which Mr. Rubin is a trustee and a beneficiary.

3. These shares are held by a trust of which Mr. Rubin is a trustee and a beneficiary.

4. These shares are held by trusts of which Mr. Rubin is a trustee. Mr. Rubin disclaims beneficial ownership of these shares.

5. Held by a trust, the beneficiary of which is Mr. Rubin's daughter. Mr. Rubin disclaims beneficial ownership of these shares.

6. Held by Mr. Rubin's spouse. Mr. Rubin disclaims beneficial ownership of these shares.

7. The derivative securities are units of Class A Limited Partnership Interest (the "Units") in PREIT Associates, L.P., the operating partnership of the issuer. The Units are generally redeemable one year after the date of issuance in consideration for cash equal to the contemporaneous market price of shares of beneficial interest in the issuer or, at the election of the issuer, for a like number of shares of beneficial interest in the issuer, without payment of any conversion or exercise price. These Units are currently redeemable, but have not been redeemed. The Units have no expiration date.

8. On September 26, 2008, a 2007 grantor retained annuity trust ("GRAT") for the benefit of Ronald Rubin's daughter and a 2007 GRAT for the benefit of his son each distributed to Ronald Rubin 100,000 Units in satisfaction of these GRATs' annual obligations to Ronald Rubin. George F. Rubin is the trustee of these 2007 GRATs. Ronald Rubin and George F. Rubin are brothers.

9. The Ronald Rubin 2008 GRAT for the benefit of his daughter is the holder of these securities. George Rubin is the trustee of this GRAT. A gift of these securities was received by this GRAT on September 26, 2008.

10. A second Ronald Rubin 2008 GRAT for the benefit of his son is the holder of these securities. George Rubin is the trustee of this GRAT. A gift of these securities was received by this GRAT on September 26, 2008.

	George F. Rubin	09/26/2008
	** 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).
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