X0202 4 2007-09-20 0 0000077281 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST PEI 0001174322 RUBIN RONALD C/O PENN. REAL ESTATE INVESTMENT TRUST THE BELLEVUE, 200 S BROAD STREET PHILADELPHIA PA 19102 1 1 0 0 Chairman and CEO Shares of Beneficial Interest, par value $1.00 per share 2007-09-20 4 M 0 150000 25.41 A 328121 D Shares of Beneficial Interest, par value $1.00 per share 2007-09-20 4 F 0 115095 39.52 D 213026 D Shares of Beneficial Interest, par value $1.00 per share 7835 I By Trust Employee Share Option (Right to Buy) 25.41 2007-09-20 4 M 0 150000 0 D 2007-09-29 Shares of Beneficial Interest, par value $1.00 per share 150000 0 D Units of Class A Limited Partnership Interest 2007-08-31 5 G 0 E 100000 0 D Shares of Beneficial Interest, par value $1.00 per share 100000 841387 D Units of Class A Limited Partnership Interest 2007-08-31 5 G 0 E 100000 0 D Shares of Beneficial Interest, par value $1.00 per share 100000 741387 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 Units of Class A Limited Partnership Interest Shares of Beneficial Interest, par value $1.00 per share 5227 5227 I By Pan American Office Investments, L.P. Units of Class A Limited Partnership Interest Shares of Beneficial Interest, par value $1.00 per share 2776 2776 I By Roosevelt Blvd. Co., Inc. Mr. Rubin exercised an option to acquire 150,000 shares which was set to expire on 9/29/07. As a result of this option exercise, Mr. Rubin's direct holdings of shares increased to 213,026 shares, an increase of 34,905 shares, which is the net amount of new shares acquired after Mr. Rubin used shares to pay the exercise price and taxes. In accordance with the equity plan pursuant to which this option was granted, Mr. Rubin delivered shares to the issuer in order to pay the exercise price of the option, and shares were withheld from the shares otherwise issuable upon exercise of the option to pay the withholding taxes incurred in connection with the exercise. (continued from footnote 1) The (i) delivery of shares to the issuer to pay the exercise price and (ii) the withholding of shares to pay taxes are deemed for these purposes to be dispositions of securities (to the issuer, not in the open market). These two dispositions of shares have been aggregated and are reported in this Form 4. After giving effect to the exercise of this option, the number of shares beneficially owned by Mr. Rubin (excluding the transactions referenced in notes 6 and 7 below) is 1,257,185. Held by Mr. Rubin indirectly through a trust of which Mr. Rubin is a trustee. The option vested in equal installments on January 1, 1999, 2000, 2001 and 2002. 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 derivative securities are currently redeemable, but have not been redeemed. The Units have no expiration date. Mr. Rubin made a gift of Units to a grantor retained annuity trust for the benefit of his daughter on August 31, 2007. George F. Rubin is the trustee of this GRAT. Ronald Rubin and George F. Rubin are brothers. After giving effect to this transaction, under applicable reporting principles, the number of shares reported as beneficially owned by George F. Rubin has increased by a corresponding amount. Mr. Rubin made a gift of Units to a grantor retained annuity trust for the benefit of his son on August 31, 2007. George F. Rubin is the trustee of this GRAT. Ronald Rubin and George F. Rubin are brothers. After giving effect to this transaction, under applicable reporting principles, the number of shares reported as beneficially owned by George F. Rubin has increased by a corresponding amount. The Non-QTIP Marital Trust U/W of Richard I. Rubin (the "Marital Trust") is the holder of these Units. 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. Pan American Office Investments, L.P. is the holder of these Units. Mr. Rubin is the sole shareholder of Pan American Office Investment - GP, Inc., which in turn is the general partner of Pan American Office Investments, L.P. In addition, Mr. Rubin directly holds a limited partnership interest in Pan American Office Investments, L.P. Roosevelt Blvd. Co., Inc. is the holder of these Units. Mr. Rubin is the sole shareholder of Roosevelt Blvd. Co., Inc. Ronald Rubin 2007-09-24