X0303 4 2009-06-11 0 0000077281 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST PEI 0001203113 RUBIN GEORGE F C/O PENN. REAL ESTATE INVESTMENT TRUST 200 S. BROAD ST., THE BELLEVUE PHILADELPHIA PA 19102 1 1 0 0 Vice Chairman Units of Class A Limited Partnership Interest 2009-06-11 4 J 0 60208 A Shares of beneficial interest, par value $1.00 per share 60208 407115 D Units of Class A Limited Partnership Interest Shares of beneficial interest, par value $1.00 per share 86934 86934 I By the Non-QTIP Marital Trust U/W of Richard I. Rubin 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 acquired in this transaction are redeemable beginning 6/11/2010 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. The other Units held directly by the reporting person are currently redeemable, but have not been redeemed. The Units have no expiration date. These Units were acquired as part of the consideration for the Registrant's acquisition of interests in Bala Cynwyd Associaties, L.P. from the reporting person. 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. These shares are held by the Non-QTIP Marital Trust U/W of Richard I. Rubin, a trust of which Mr. Rubin is a trustee and a beneficiary. Mr. Rubin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. George F. Rubin 2009-06-15