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^*

Swann Christopher

(Last)

(First)

(Middle)

C/O PENN. REAL ESTATE INVESTMENT TRUST

2005 MARKET STREET, SUITE 1000

(Street)

PHILADELPHIA

19103

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2022

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	09/14/2022		S		66	D	$3.736	0	D
Shares of Beneficial Interest, par value $1.00 per share	09/14/2022		S		12,666	D	$3.738	0	I	Shared ownership with the Reporting Person's spouse
Shares of Beneficial Interest, par value $1.00 per share	09/14/2022		P		12,732	A	$4.085⁽¹⁾	67,322	I	Owned by Cygnus Opportunity Fund, LLC⁽¹⁰⁾⁽¹¹⁾
Series B Preferred Shares, par value $0.01 per share	09/14/2022		P		11,342	A	$4.0096⁽²⁾	159,144	I	Owned by Cygnus Property Fund V, LLC⁽¹⁰⁾⁽¹¹⁾
Series B Preferred Shares, par value $0.01 per share	09/14/2022		S		159,144	D	$3.2484⁽³⁾	0	I	Owned by Cygnus Property Fund V, LLC⁽¹⁰⁾⁽¹¹⁾
Series B Preferred Shares, par value $0.01 per share	09/14/2022		P		126,465	A	$3.25⁽⁴⁾	179,388	I	Owned by Cygnus Property Fund VI, LLC⁽¹⁰⁾⁽¹¹⁾
Series C Preferred Shares, par value $0.01 per share	09/14/2022		S		52,000	D	$3.4669⁽⁵⁾	158,479	I	Owned by Cygnus Property Fund V, LLC⁽¹⁰⁾⁽¹¹⁾
Series D Preferred Shares, par value $0.01 per share	09/14/2022		S		166,000	D	$2.9473⁽⁶⁾	0	I	Owned by Cygnus Property Fund V, LLC⁽¹⁰⁾⁽¹¹⁾
Series D Preferred Shares, par value $0.01 per share	09/14/2022		P		145,518	A	$3.2063⁽⁷⁾	302,440	I	Owned by Cygnus Property Fund VI, LLC⁽¹⁰⁾⁽¹¹⁾
Series C Preferred Shares, par value $0.01 per share	09/15/2022		S		158,479	D	$3.3418⁽⁸⁾	0	I	Owned by Cygnus Property Fund V, LLC⁽¹⁰⁾⁽¹¹⁾
Series C Preferred Shares, par value $0.01 per share	09/15/2022		P		28,000	A	$3.3472	86,750	I	Owned by Cygnus Property Fund VI, LLC⁽¹⁰⁾⁽¹¹⁾
Series C Preferred Shares, par value $0.01 per share	09/16/2022		P		126,052	A	$3.2026⁽⁹⁾	212,802	I	Owned by Cygnus Property Fund VI, LLC⁽¹⁰⁾⁽¹¹⁾
Shares of Beneficial Interest, par value $1.00 per share								42,021	I	Owned by Cygnus Property Fund IV, LLC⁽¹⁰⁾⁽¹¹⁾
Series B Preferred Shares, par value $0.01 per share								74,398	I	Owned by Cygnus Opportunity Fund, LLC⁽¹⁰⁾⁽¹¹⁾
Series B Preferred Shares, par value $0.01 per share								42,963	I	Owned by Cygnus Property Fund IV, LLC⁽¹⁰⁾⁽¹¹⁾
Series C Preferred Shares, par value $0.01 per share								111,416	I	Owned by Cygnus Opportunity Fund, LLC⁽¹⁰⁾⁽¹¹⁾
Series C Preferred Shares, par value $0.01 per share								74,879	I	Owned by Cygnus Property Fund IV, LLC⁽¹⁰⁾⁽¹¹⁾
Series D Preferred Shares, par value $0.01 per share								136,744	I	Owned by Cygnus Opportunity Fund, LLC⁽¹⁰⁾⁽¹¹⁾
Series D Preferred Shares, par value $0.01 per share								30,749	I	Owned by Cygnus Property Fund IV, LLC⁽¹⁰⁾⁽¹¹⁾

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)

Explanation of Responses:

1. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.7700 to $4.0900, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.5267 to $4.1533, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.2400 to $3.2500, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.2483 to $3.3667, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.3522 to $3.7500, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.3002 to $3.0000, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.9900 to $3.6277, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

8. Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.3108 to $3.3514, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.1700 to $3.2200, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

10. Mr. Swann may be deemed to indirectly beneficially own the shares reported herein that are held directly by Cygnus Opportunity Fund, LLC, a Delaware limited liability company ("Cygnus Opportunity"), Cygnus Property Fund IV, LLC, a Delaware limited liability company ("Cygnus IV"), Cygnus Property Fund V, LLC, a Delaware limited liability company ("Cygnus V"), and Cygnus Property Fund VI, LLC, a Delaware limited liability company ("Cygnus VI") by virtue of serving as the President and CEO of Cygnus Capital, Inc., a Wyoming corporation ("Cygnus"), the managing member of each of (i) Cygnus Capital Advisers, LLC, a Wyoming limited liability company ("Cygnus Capital"), which serves as the investment adviser of Cygnus Opportunity, (ii) Cygnus General Partners, LLC, a Wyoming limited liability company ("Cygnus GP"), which serves as the managing member of Cygnus Opportunity,

11. (continued from footnote 10) and (iii) Cygnus Capital Real Estate Advisors II, LLC, a Wyoming limited liability company ("Cygnus Property GP" and, together with Cygnus Opportunity, Cygnus IV, Cygnus V, Cygnus VI, Cygnus, Cygnus Capital and Cygnus GP, the "Cygnus Group"), which serves as the general partner and investment advisor of each of Cygnus IV, Cygnus V, and Cygnus VI. Mr. Swann disclaims any beneficial ownership of any and all of the Issuer's securities reported herein in excess of his actual pecuniary interest.

Remarks:

The transactions reported herein by Cygnus V and Cygnus VI reflect the liquidation of Cygnus V in its entirety and the reacquisition of substantially the same amount of shares in Cygnus VI in order to maintain substantially the same beneficial ownership of the Issuer by the Cygnus Group. Similarly, the transactions reported herein by Mr. Swann directly and through his spouse and Cygnus Opportunity reflect a rebalancing among the Cygnus Group of the same amount of shares. Following the transactions reported herein, the Cygnus Group continues to beneficially own substantially the same amount of shares of the Issuer as previously reported. The Reporting Person will disgorge statutory "profits" resulting from the transactions reported herein pursuant to Section 16(b) of the Exchange Act to the Issuer in the amount of $25,014.48 representing the maximum amount of profits for which the Reporting Person may be deemed to be liable.

	Christopher Swann	09/19/2022
	** 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).
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