0000921895-22-001001.txt : 20220328 0000921895-22-001001.hdr.sgml : 20220328 20220328171233 ACCESSION NUMBER: 0000921895-22-001001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220328 DATE AS OF CHANGE: 20220328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CENTRAL INDEX KEY: 0000077281 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 236216339 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15871 FILM NUMBER: 22776333 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET, SUITE 1000 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2158750426 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET, SUITE 1000 CITY: PHILADELPHIA STATE: PA ZIP: 19103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cygnus Capital, Inc. CENTRAL INDEX KEY: 0001823527 IRS NUMBER: 621758632 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW SUITE 1080 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4044434672 MAIL ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW SUITE 1080 CITY: ATLANTA STATE: GA ZIP: 30305 SC 13D/A 1 sc13da312782005_03282022.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Pennsylvania Real Estate Investment Trust

(Name of Issuer)

Beneficial Interest, par value $1.00 per share

7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share

7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share

6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share

(Title of Class of Securities)

709102107

709102503

709102602

709102701

(CUSIP Number)

CHRISTOPHER SWANN

CYGNUS CAPITAL, INC.

3060 Peachtree Road NW, Suite 1080

Atlanta, Georgia 30305

(404) 465-3685

 

ELIZABETH GONZALEZ- SUSSMAN, ESQ.,

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 25, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

  1   NAME OF REPORTING PERSON  
         
        Cygnus Opportunity Fund, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.0% of the outstanding shares of Beneficial Interest

2.4% of the outstanding shares of Series B Preferred Stock

1.5% of the outstanding shares of Series C Preferred Stock

2.0% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

2

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

  1   NAME OF REPORTING PERSON  
         
        Cygnus Property Fund IV, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

630,317 shares of Beneficial Interest

35,362 shares of Series B Preferred Stock

62,500 shares of Series C Preferred Stock

16,500 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

630,317 shares of Beneficial Interest

35,362 shares of Series B Preferred Stock

62,500 shares of Series C Preferred Stock

16,500 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

630,317 shares of Beneficial Interest

35,362 shares of Series B Preferred Stock

62,500 shares of Series C Preferred Stock

16,500 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% of the outstanding shares of Beneficial Interest

1.0% of the outstanding shares of Series B Preferred Stock

Less than 1% of the outstanding shares of Series C Preferred Stock

Less than 1% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

 

  1   NAME OF REPORTING PERSON  
         
        Cygnus Property Fund V, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

147,802 shares of Series B Preferred Stock

210,479 shares of Series C Preferred Stock

165,000 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

147,802 shares of Series B Preferred Stock

210,479 shares of Series C Preferred Stock

165,000 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

147,802 shares of Series B Preferred Stock

210,479 shares of Series C Preferred Stock

165,000 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

4.3% of the outstanding shares of Series B Preferred Stock

3.1% of the outstanding shares of Series C Preferred Stock

3.3% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

 

  1   NAME OF REPORTING PERSON  
         
        Cygnus Property Fund VI, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

41,485 shares of Series B Preferred Stock

71,781 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

41,485 shares of Series B Preferred Stock

71,781 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

41,485 shares of Series B Preferred Stock

71,781 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.2% of the outstanding shares of Series B Preferred Stock

1.4% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

 

  1   NAME OF REPORTING PERSON  
         
        Cygnus Capital Advisers, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Wyoming  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.0% of the outstanding shares of Beneficial Interest

2.4% of the outstanding shares of Series B Preferred Stock

1.5% of the outstanding shares of Series C Preferred Stock

2.0% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

 

  1   NAME OF REPORTING PERSON  
         
        Cygnus General Partners, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Wyoming  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

815,149 shares of Beneficial Interest

81,399 shares of Series B Preferred Stock

106,249 shares of Series C Preferred Stock

100,310 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.0% of the outstanding shares of Beneficial Interest

2.4% of the outstanding shares of Series B Preferred Stock

1.5% of the outstanding shares of Series C Preferred Stock

2.0% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

 

  1   NAME OF REPORTING PERSON  
         
        Cygnus Capital Real Estate Advisors II, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Wyoming  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

630,317 shares of Beneficial Interest

224,649 shares of Series B Preferred Stock

272,979 shares of Series C Preferred Stock

253,281 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

630,317 shares of Beneficial Interest

224,649 shares of Series B Preferred Stock

272,979 shares of Series C Preferred Stock

253,281 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

630,317 shares of Beneficial Interest

224,649 shares of Series B Preferred Stock

272,979 shares of Series C Preferred Stock

253,281 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% of the outstanding shares of Beneficial Interest

6.5% of the outstanding shares of Series B Preferred Stock

4.0% of the outstanding shares of Series C Preferred Stock

5.1% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

 

  1   NAME OF REPORTING PERSON  
         
        Cygnus Capital, Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Wyoming  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

1,445,466 shares of Beneficial Interest

306,048 shares of Series B Preferred Stock

379,228 shares of Series C Preferred Stock

353,591 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

1,445,466 shares of Beneficial Interest

306,048 shares of Series B Preferred Stock

379,228 shares of Series C Preferred Stock

353,591 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,445,466 shares of Beneficial Interest

306,048 shares of Series B Preferred Stock

379,228 shares of Series C Preferred Stock

353,591 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.8% of the outstanding shares of Beneficial Interest

8.9% of the outstanding shares of Series B Preferred Stock

5.5% of the outstanding shares of Series C Preferred Stock

7.1% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

9

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

 

  1   NAME OF REPORTING PERSON  
         
        Christopher Swann  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,000 shares of Beneficial Interest

4,000 shares of Series D Preferred Stock
 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

190,000 shares of Beneficial Interest

1,445,466 shares of Beneficial Interest

306,048 shares of Series B Preferred Stock

379,228 shares of Series C Preferred Stock

353,591 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

1,000 shares of Beneficial Interest

4,000 shares of Series D Preferred Stock
 
    10   SHARED DISPOSITIVE POWER  
           
         

190,000 shares of Beneficial Interest

1,445,466 shares of Beneficial Interest

306,048 shares of Series B Preferred Stock

379,228 shares of Series C Preferred Stock

353,591 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,636,466 shares of Beneficial Interest

306,048 shares of Series B Preferred Stock

379,228 shares of Series C Preferred St

357,591 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

2.0% of the outstanding shares of Beneficial Interest

8.9% of the outstanding shares of Series B Preferred Stock

5.5% of the outstanding shares of Series C Preferred Stock

7.2% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

CUSIP No. 709102107

                    709102503

                    709102602

                    709102701

 

  1   NAME OF REPORTING PERSON  
         
        Privet Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

WC

 
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% of the outstanding shares of Series B Preferred Stock

Less than 1% of the outstanding shares of Series C Preferred Stock

1.5% of the outstanding shares of Series D Preferred Stock

 
  14   TYPE OF REPORTING PERSON  
         
       

PN

 

  

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  1   NAME OF REPORTING PERSON  
         
        Privet Fund Management LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% of the outstanding shares of Series B Preferred Stock

Less than 1% of the outstanding shares of Series C Preferred Stock

1.5% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

12

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  1   NAME OF REPORTING PERSON  
         
        Ryan J. Levenson  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock
 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,910 shares of Series B Preferred Stock

32,836 shares of Series C Preferred Stock

73,227 shares of Series D Preferred Stock
 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% of the outstanding shares of Series B Preferred Stock

Less than 1% of the outstanding shares of Series C Preferred Stock

1.5% of the outstanding shares of Series D Preferred Stock
 
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

13

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The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2.Identity and Background.

Item 2 is hereby amended to add the following:

As discussed in greater detail in Item 4 below, in connection with the withdrawal of Cygnus V’s nomination of Ryan J. Levenson and Christopher Swann for election to the Board of Directors (the “Board”) of the Issuer as Preferred Stock Trustees at the Issuer’s 2022 annual meeting of shareholders (the “Annual Meeting”), Privet Fund, Privet Fund Management and Mr. Levenson are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3 to the Schedule 13D. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The Securities purchased by each of Cygnus Opportunity, Cygnus IV, Cygnus V, Cygnus VI and Privet Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 815,149 shares of Beneficial Interest, 81,399 shares of Series B Preferred Stock, 106,249 shares of Series C Preferred Stock and 100,310 shares of Series D Preferred Stock beneficially owned by Cygnus Opportunity is approximately $1,415,499, $757,223, $908,899 and $889,048, respectively, excluding brokerage commissions. The aggregate purchase price of the 630,317 shares of Beneficial Interest, 35,362 shares of Series B Preferred Stock, 62,500 shares of Series C Preferred Stock and 16,500 shares of Series D Preferred Stock beneficially owned by Cygnus IV is approximately $774,733, $329,830, $567,902 and $151,718, respectively, excluding brokerage commissions. The aggregate purchase price of the 147,802 shares of Series B Preferred Stock, 210,479 shares of Series C Preferred Stock and 165,000 shares of Series D Preferred Stock beneficially owned by Cygnus V is approximately $951,262, $1,326,313 and $1,140,027, respectively, excluding brokerage commissions. The aggregate purchase price of the 41,485 shares of Series B Preferred Stock and 71,781 shares of Series D Preferred Stock beneficially owned by Cygnus VI is approximately $324,544 and $557,997, respectively, excluding brokerage commissions. The aggregate purchase price of the 2,910 shares of Series B Preferred Stock, 32,836 shares of Series C Preferred Stock and 73,227 shares of Series D Preferred Stock beneficially owned by Privet Fund is approximately $15,695, $206,726 and $495,041, respectively, excluding brokerage commissions.

The Securities purchased by Mr. Swann personally, including Securities held in an account by his spouse, which Mr. Swann shares voting and dispositive power over, and an individual retirement account in Mr. Swann’s name, were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 191,000 shares of Beneficial Interest and 4,000 shares of Series D Preferred Stock beneficially owned by Mr. Swann is approximately $195,167 and $31,666, respectively, excluding brokerage commissions.

14

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Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 25, 2022, Cygnus V, on behalf of itself, Christopher Swann and each of their affiliates deemed to own the Securities (collectively, “Cygnus”) entered into a letter agreement (the “Letter Agreement”) with the Issuer, pursuant to which the Issuer agreed to include each of Mr. Swann and Kenneth Hart in the Issuer’s proxy materials as a Preferred Stock Trustee for election to the Board at the Annual Meeting. Effective upon the Issuer filing its proxy materials, Cygnus agreed to withdraw its nomination of Ryan J. Levenson as a Preferred Stock Trustee for election to the Board at the Annual Meeting.

In addition, pursuant to the Letter Agreement, Cygnus agreed that it will cause all of the Securities that it has the right to vote as of the applicable record date for the Annual Meeting, to be voted in favor of each of Messrs. Swann and Hart’s election as a Preferred Stock Trustee and against any other shareholder nominations for Preferred Stock Trustee. Subject to the Issuer fulfilling its obligations under the Letter Agreement, Cygnus further agreed not recommend or nominate any person for election as a Preferred Stock Trustee or other trustee of the Board at the Annual Meeting other than Messrs. Swann or Hart or commence any “withhold” or other campaign or submit any proposals with respect to the Annual Meeting, without the Issuer’s prior written consent. 

In connection with the Letter Agreement, Privet Fund, on behalf of itself, Mr. Levenson and each of their affiliates deemed to own the Securities (collectively, “Privet”) entered into a Joinder to the Letter Agreement (the “Joinder”) agreeing, among other things, to the same voting obligations and restrictions with respect to the Annual Meeting as are applicable to Cygnus pursuant to the Letter Agreement.

The foregoing descriptions of the Letter Agreement and Joinder are qualified in their entirety by reference to the Letter Agreement and Joinder, which are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated as follows:

(a)(b) See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Securities, and percentage of the outstanding Securities, beneficially owned by each of the Reporting Persons, respectively. See rows (7) through (10) of the cover page to this Schedule 13D for the number of Securities as to which the Reporting Persons have the sole or shared power to vote or direct the vote of and sole or shared power to dispose or to direct the disposition of.

The aggregate percentage of Securities reported owned by each Reporting Person is based upon (i) 80,616,801 shares of Beneficial Interest, (ii) 3,450,000 shares of Series B Preferred Stock outstanding, (iii) 6,900,000 shares of Series C Preferred Stock outstanding and (iv) 5,000,000 shares of Series D Preferred Stock outstanding as of March 11, 2022 as set forth on the Issuer’s Annual Report on Form 10-K filed with the SEC on March 15, 2022.

(c) The transactions in the Securities since the filing of Amendment No. 2 to the Schedule 13D by certain of the Reporting Persons are set forth on Schedule A attached hereto and are incorporated herein by reference.

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Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On March 25, 2022, the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 3 to the Schedule 13D and the Issuer entered into the Letter Agreement and Joinder as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On March 28, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 3 to the Schedule 13D agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Securities to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1Letter Agreement and Joinder, dated March 25, 2022.
99.2Joint Filing Agreement by and among Cygnus Opportunity Fund, LLC, Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC, Cygnus Property Fund VI, LLC, Cygnus Capital Advisers, LLC, Cygnus General Partners, LLC, Cygnus Capital Real Estate Advisors II, LLC, Cygnus Capital, Inc. and Christopher Swann, dated March 28, 2022.

 

16

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 28, 2022

  Cygnus Opportunity Fund, LLC
   
  By: Cygnus General Partners, LLC, its general partner
     
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Property Fund IV, LLC
   
  By: Cygnus Capital Real Estate Advisors II, LLC, its general partner
     
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Property Fund V, LLC
   
  By: Cygnus Capital Real Estate Advisors II, LLC, its general partner
     
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

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  Cygnus Property Fund VI, LLC
   
  By: Cygnus Capital Real Estate Advisors II, LLC, its general partner
     
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Capital Advisers, LLC
   
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus General Partners, LLC
   
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Capital Real Estate Advisors II, LLC
   
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Capital, Inc.
   
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

 

/s/ Christopher Swann

  Christopher Swann

 

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  Privet Fund LP
   
  By: Privet Fund Management LLC, its general partner
   
  By:

/s/ Ryan J. Levenson

    Name: Ryan J. Levenson
    Title: Managing Member

 

 

  Privet Fund Management LLC
   
  By:

/s/ Ryan J. Levenson

    Name: Ryan J. Levenson
    Title: Managing Member

 

 

 

/s/ Ryan J. Levenson

  Ryan J. Levenson

 

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SCHEDULE A

Transactions in the Securities Since the Filing of Amendment No. 2 to the Schedule 13D

Nature of Transaction Amount of Securities Purchased/(Sold) Price per Share ($) Date of Purchase/Sale

 

Cygnus Opportunity Fund, LLC

Purchase of Series B Preferred Stock 100 6.6180 03/02/2022
Purchase of Series C Preferred Stock 524 5.8955 03/02/2022
Purchase of Series D Preferred Stock 200 5.8350 03/02/2022
Purchase of Series C Preferred Stock 500 6.0391 03/03/2022
Purchase of Series D Preferred Stock 500 6.0643 03/03/2022
Purchase of Series B Preferred Stock 1,000 6.4610 03/04/2022
Purchase of Series C Preferred Stock 1,000 5.9086 03/04/2022
Purchase of Series D Preferred Stock 1,000 5.7790 03/04/2022
Purchase of Series C Preferred Stock 1,000 5.5900 03/11/2022
Purchase of Series B Preferred Stock 1,000 5.3211 03/15/2022

 

 

20

   

EX-99.1 2 ex991to13da312782005_032822.htm LETTER AGREEMENT AND JOINDER

Exhibit 99.1

 

CYGNUS PROPERTY FUND V, LLC

c/o Cygnus Capital, Inc.

3060 Peachtree Road NW, Suite 1080

Atlanta, Georgia 30305

 

March 25, 2022

 

BY ELECTRONIC MAIL

 

Pennsylvania Real Estate Investment Trust

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, PA 19103

Attn:Lisa M. Most
Executive Vice President, Chief Compliance Officer, General Counsel and Secretary
Email:lisa.most@preit.com

 

Re:Notice of Withdrawal of Nomination of Individuals for Election as Preferred Share Trustees at the 2022 Annual Meeting of Shareholders of Pennsylvania Real Estate Investment Trust

 

Dear Ms. Most:

 

On February 18, 2022, Cygnus Property Fund V, LLC (“Cygnus V”) delivered a letter (the “Nomination Letter”) to Pennsylvania Real Estate Investment Trust (“PREIT”) notifying PREIT as to the nomination of Ryan J. Levenson and Christopher Swann (collectively, the “Nominees”) for election to the for election as Preferred Stock Trustees to the Board of Trustees of PREIT (the “Board”) at the 2022 annual meeting of shareholders of PREIT, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Nomination Letter.

 

Effective upon the date PREIT files its proxy materials fulfilling its obligations set forth herein, Cygnus V, on behalf of itself, Mr. Swann and its and their affiliates that are deemed to own securities of PREIT (beneficially or otherwise) (collectively, “Cygnus”) hereby irrevocably withdraws its Nomination Letter solely with respect to the nomination of Mr. Levenson and, accordingly, its nomination of Mr. Levenson for election as Preferred Stock Trustees at the Annual Meeting.

 

Cygnus hereby represents and warrants to PREIT that Schedule A hereto sets forth the entirety of its (or its, Mr. Swann’s or its or their affiliates) ownership (beneficial or otherwise), voting power and/or economic exposure with respect to PREIT or any PREIT securities.

 

Cygnus hereby agrees that it will cause all of the Outstanding Preferred that Cygnus or any of its affiliates has the right to vote (or direct the vote) as of the applicable record date, to be present in person or by proxy for quorum purposes and to be voted at the Annual Meeting and at any adjournments or postponements thereof, to consent in connection with any action by written consent in lieu of a meeting, and to exercise any authority to cumulate votes that may apply solely in such manner as PREIT directs, (A) in favor of Mr. Swann and the Second Trustee (as defined below), and (B) against any shareholder nominations for Preferred Stock Trustee that are not Mr. Swann or the Second Trustee. Subject to PREIT fulfilling its obligations set forth herein, Cygnus hereby agrees that it will not, without the prior written consent of the Board, nominate or recommend for nomination any person for election as a Preferred Stock Trustee or other trustee of the Board at the Annual Meeting other than Mr. Swann (or the Second Trustee (as defined below)) as a Preferred Stock Trustee, commence any “withhold” or other campaign or submit any proposals with respect to the Annual Meeting.

 

 

 

PREIT hereby (i) agrees that it will include Mr. Swann in PREIT’s proxy statement, proxy card and other proxy materials filed and/or mailed to holders of the Outstanding Preferred in connection with the Annual Meeting, and Cygnus agrees not to file and/or mail its own proxy statement, proxy card or other proxy materials to holders of the Outstanding Preferred (or to holders of other PREIT securities, including common shares of beneficial interest) and (ii) confirms that Mr. Kenneth Hart (the “Second Trustee”) will be included in its proxy statement and proxy card that would be used by preferred holders as the other nominee for Preferred Stock Trustee.

 

Please address any notices or other communications hereunder (i) if to PREIT, to Lisa M. Most, telephone (215) 284-2917, email lisa.most@preit.com (with a copy to Wachtell, Lipton, Rosen & Katz, Attention: Robin Panovka and Sabastian V. Niles, telephone (212) 403-1000, facsimile (212) 403-2000, email rpanovka@wlrk.com and svniles@wlrk.com), and (ii) if to Cygnus V, to Christopher Swann, telephone (404) 465-3685, email cswann@cygnuscapital.com (with a copy to Olshan Frome Wolosky LLP, Attention: Elizabeth Gonzalez-Sussman, telephone (212) 451-2206, facsimile (212) 451-2222, email egonzalez@olshanlaw.com).

 

 

 

  Very truly yours,
   
  CYGNUS PROPERTY FUND V, LLC
   
  By:

/s/ Christopher Swann

  Name: Christopher Swann
  Title: Authorized Signatory
       

 

 

 

 

Acknowledged and Agreed:  
   
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST  
   
By:

/s/ Lisa M. Most

 
Name: Lisa M. Most  
Title: Executive Vice President, Chief Compliance Officer, General Counsel & Secretary  
       

 

 

 

 

Joinder

 

To:Pennsylvania Real Estate Investment Trust (“PREIT”)
 And To: Cygnus Property Fund V, LLC (“Cygnus V”)

 

Reference is made to the Notice of Withdrawal (the “Notice of Withdrawal”), dated as of March 25, 2022, between PREIT and Cygnus V. Capitalized terms used but not defined in this joinder agreement have the meanings given to them in the Notice of Withdrawal.

The undersigned, on behalf of itself, Mr. Levenson and its and their affiliates that are deemed to own securities of PREIT (beneficially or otherwise), hereby:

(a)acknowledges that the undersigned has received and had the opportunity to review a copy of the Notice of Withdrawal;
(b)agrees that it and its affiliates hereby make the same representations and warranties set forth in the third paragraph of the Notice of Withdrawal as if it was Cygnus V;
(c)agrees that it, Mr. Levenson and its and their affiliates that are deemed to beneficially own securities of PREIT will comply with the obligations set forth in the fourth paragraph of the Notice of Withdrawal as if it was Cygnus V; and
(d)agrees that it shall be directly liable to PREIT for any breaches of the obligations of the undersigned or any of its affiliates that are deemed to own securities of PREIT (beneficially or otherwise) under this joinder agreement.

 

DATED the 25th day of March, 2022.

 

  Privet Fund LP
   
  By: Privet Fund Management LLC, its general partner
     
 

/s/ Ryan J. Levenson

  Ryan J. Levenson, Managing Member

 

 

 

 

Schedule A

 

Cygnus V / C. Swann / Affiliates
Cygnus Opportunity Fund, LLC 815,149 shares of Beneficial Interest, 81,399 shares of Series B Preferred, 106,249 shares of Series C Preferred and 100,310 shares of Series D Preferred
Cygnus Property Fund IV, LLC 630,317 shares of Beneficial Interest, 35,362 shares of Series B Preferred, 62,500 shares of Series C Preferred and 16,500 shares of Series D Preferred
Cygnus Property Fund V, LLC 147,802 shares of Series B Preferred, 210,479 shares of Series C Preferred and 165,000 shares of Series D Preferred
Cygnus Property Fund VI, LLC 41,485 shares of Series B Preferred and 71,781 shares of Series D Preferred
Cygnus Capital Advisers, LLC 815,149 shares of Beneficial Interest, 81,399 shares of Series B Preferred, 106,249 shares of Series C Preferred and 100,310 shares of Series D Preferred (consisting of shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned directly by Cygnus Opportunity Fund, LLC)
Cygnus General Partners, LLC 815,149 shares of Beneficial Interest, 81,399 shares of Series B Preferred, 106,249 shares of Series C Preferred and 100,310 shares of Series D Preferred (consisting of shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned directly by Cygnus Opportunity Fund, LLC)
Cygnus Capital Real Estate Advisors II, LLC 630,317 shares of Beneficial Interest, 224,649 shares of Series B Preferred, 272,979 shares of Series C Preferred and 253,281 shares of Series D Preferred (consisting of shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned in the aggregate by Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC and Cygnus Property Fund VI, LLC)
Cygnus Capital, Inc. 1,445,466 shares of Beneficial Interest, 306,048 shares of Series B Preferred, 379,228 shares of Series C Preferred and 353,591 shares of Series D Preferred (consisting of shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned in the aggregate by Cygnus Opportunity Fund, LLC, Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC and Cygnus Property Fund VI, LLC)
Christopher Swann 1,636,466 shares of Beneficial Interest, 306,048 shares of Series B Preferred, 379,228 shares of Series C Preferred and 357,591 shares of Series D Preferred (consisting of (i) shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned in the aggregate by Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC and Cygnus Property Fund VI, LLC; (ii) 190,00 shares of Beneficial Interest held in an account by Mr. Swann’s spouse, which Mr. Swann shares voting and dispositive power over, and (iii) 1,000 shares of Beneficial Interest and 4,000 shares of Series D Preferred beneficially owned directly by Mr. Swann)
   
Privet / R. Levenson / Affiliates
Privet Fund LP 2,910 shares of Series B Preferred, 32,836 shares of Series C Preferred and 73,227 shares of Series D Preferred
Privet Fund Management LLC 2,910 shares of Series B Preferred, 32,836 shares of Series C Preferred and 73,227 shares of Series D Preferred (consisting of shares of Series B Preferred, Series C Preferred and Series D Preferred beneficially owned directly by Privet Fund LP)
Ryan J. Levenson 2,910 shares of Series B Preferred, 32,836 shares of Series C Preferred and 73,227 shares of Series D Preferred (consisting of shares of Series B Preferred, Series C Preferred and Series D Preferred beneficially owned directly by Privet Fund LP)

 

EX-99.2 3 ex992to13da312782005_032822.htm JOINT FILING AGREEMENT

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Beneficial Interest, par value $1.00 per share, 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share and 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, of Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: March 28, 2022

  Cygnus Opportunity Fund, LLC
   
  By: Cygnus General Partners, LLC, its general partner
     
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Property Fund IV, LLC
   
  By: Cygnus Capital Real Estate Advisors II, LLC, its general partner
     
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Property Fund V, LLC
   
  By: Cygnus Capital Real Estate Advisors II, LLC, its general partner
     
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

 

  Cygnus Property Fund VI, LLC
   
  By: Cygnus Capital Real Estate Advisors II, LLC, its general partner
     
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Capital Advisers, LLC
   
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus General Partners, LLC
   
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Capital Real Estate Advisors II, LLC
   
  By: Cygnus Capital, Inc., its managing member
     
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

  Cygnus Capital, Inc.
   
  By:

/s/ Christopher Swann

    Name: Christopher Swann
    Title: President and CEO

 

 

 

/s/ Christopher Swann

  Christopher Swann