X0202 4 2004-06-02 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 PHILADEPHIA PA 19102 1 1 0 0 President of PREIT-RUBIN, Inc. Units of Class A Limited Partnership Interest 2004-06-02 4 J 0 30727.58 A Shares of Beneficial Interest, par value $1.00 per share 30727.58 30727.58 D Units of Class A Limited Partnership Interest 2004-06-02 4 J 0 172074.45 A Shares of Beneficial Interest, par value $1.00 per share 172074.45 172074.45 I By the Non-QTIP Marital Trust U/W of Richard I. Rubin Units of Class A Limited Partnership interests (the "Units") in PREIT Associates, L.P. (the "Partnership"); redeemable beginning 6/02/2005 for cash equal to contemporaneous market prices for shares of beneficial interest in Pennsylvania Real Estate Investment Trust (the "Trust") or, at the option of the Trust, for a like number of shares of beneficial interest in the Trust. Acquired in connection with the Partnership's issuance of Units under a call and put option agreement (the "Agreement") dated April 28, 2003 by and among, inter alia, Pan American Associates and the Partnership. Pan American Associates assigned its rights to receive the Units under the Agreement pro rata to its partners, including Richard I. Rubin & Co., which in turn, assigned its right to receive the Units pro rata to its partners, including Mr. Rubin and the Non-QTIP Marital Trust U/W of Richard Rubin (the "Marital Trust"). There is no expiration date. The Marital Trust is the holder of these securities. Mr. Rubin is a beneficiary of the Marital Trust. Mr. Rubin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. George Rubin 2004-06-02