X0303 4 2008-12-17 0 0000077281 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST PEI 0001203113 RUBIN GEORGE F C/O PENN. REAL ESTATE INVESTMENT TRUST THE BELLEVUE, 200 S. BROAD ST. PHILADELPHIA PA 19102 1 1 0 0 Vice Chairman Units of Class A Limited Partnership Interest 2008-12-17 5 G 0 E 100000 0 A Shares of Beneficial Interest, par value $1.00 per share 100000 100000 I By GRAT Units of Class A Limited Partnership Interest Shares of Beneficial Interest, par value $1.00 per share 100000 100000 I By GRAT Units of Class A Limited Partnership Interest Shares of Beneficial Interest, par value $1.00 per share 100000 100000 I By GRAT Units of Class A Limited Partnership Interest Shares of Beneficial Interest, par value $1.00 per share 346907 346907 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 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. The Ronald Rubin 2008 GRAT for the benefit of his grandson 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 December 17, 2008. Ronald Rubin and George F. Rubin are brothers. 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 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. 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 2008-12-18