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^*

PASQUERILLA MARK E

(Last)

(First)

(Middle)

C/O PREIT

THE BELLVUE, 200 SOUTH BROAD STREET

(Street)

PHILADELPHIA

19102

(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)
12/31/2006

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)
Preferred Shares	12/31/2006		S		14,500⁽¹⁾	D⁽²⁾	$53.1⁽²⁾⁽³⁾	14,500⁽⁴⁾	I	controlled corporation⁽¹⁾⁽⁴⁾

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)
Class B Limited Partnership Interests	$0⁽⁷⁾⁽⁸⁾	12/31/2006		S			125,000	⁽⁹⁾	⁽⁹⁾	Common Shares⁽⁴⁾	125,000⁽⁵⁾⁽⁶⁾⁽⁸⁾	⁽⁷⁾	1,580,211⁽¹⁰⁾	I⁽¹⁰⁾	held by controlled entity⁽²⁾
Class B Limited Partnership Interests	$0⁽⁷⁾⁽⁸⁾	12/31/2006		S			1,580,211	⁽⁹⁾	⁽⁹⁾	Common Shares⁽⁴⁾	1,580,211⁽⁵⁾⁽⁶⁾⁽⁸⁾	$38.1⁽⁵⁾⁽⁶⁾⁽⁸⁾	1,580,211⁽¹⁰⁾	I⁽¹⁰⁾	held by controlled entity⁽²⁾

Explanation of Responses:

1. On December 31, 2006, Pasquerilla Enterprises, L.P., a Delaware limited partnership controlled by Pasquerilla ("PE LP") sold to Crown Holding Company Employee Stock Ownership Trust, a Pennsylvania trust (the "Buyer") 10,000 shares of common stock, par value $.01 per share, of Crown Holding Company, a Pennsylvania corporation ("CHC"), such shares representing all of the outstanding shares of CHC. CHC indirectly through its subsidiary Crown Investment Trust, a Delaware statutory trust ("CIT"), owns 14,500 preferred shares of Pennsylvania Real Estate Trust (the "Shares").

2. The Shares are subject to a Call Agreement dated December 21, 2006 among Crown Holding Company ("CHC"), a Pennsylvania corporation, Crown Investment Trust, a Delaware statutory trust ("CIT"), Crown American Properties, L.P., a Delaware limited partnership ("CAP"), and Pasquerilla Enterprises, L.P., a Delaware limited partnership ("PE LP"). Pursuant to the Call Agreement, CIT granted PE LP a call right with respect to the Shares. The purchase price for the call option with respect to the Shares is $53.10.

3. For purposes of the transaction described in footnote (1), the Shares subject to the Call Option were valued by an independent valuation expert at the Call Option purchase price (i.e., $53.10 per Share). The purchase price for the CHC share sale transaction between PE LP and the Buyer was determined, in part, based on such valuation.

4. The subject 14,500 preferred shares continue to be beneficially owned as a consequence of the call option described in Footnote (2).

5. On December 31, 2006, Pasquerilla Enterprises, L.P., a Delaware limited partnership controlled by Pasquerilla ("PE LP") sold to Crown Holding Company Employee Stock Ownership Trust, a Pennsylvania trust (the "Buyer") 10,000 shares of common stock, par value $.01 per share, of Crown Holding Company, a Pennsylvania corporation ("CHC"), such shares representing all the outstanding shares of CHC. CHC indirectly through its subsidiary Crown Investment Trust, a Delaware statutory trust ("CIT"), owns indirectly though its subsidiary Crown American Properties, L.P., a Delaware limited partnership ("CAP") 1,705,211 limited partnership units of PREIT Associates, L.P. (the "Units"), which are convertible into PREIT common shares on a one-to-one basis.

6. The Units, except for 125,000 Units, are subject to a Call Agreement among CHC, CIT and PE LP. Pursuant to a Call Agreement, CAP granted PE LP a call right with respect to 1,580,211 Units. The purchase price for the call option with respect to the Units is $38.10 per Unit.

7. As indicated in Footnote (6), 125,000 Units were not subject to the Call Agreement. The closing market price for PREIT common stock on December 29, 2006 was $39.38 per share.

8. For purposes of the transaction described in Footnote (5), the Units subject to the Call Option were valued by an independent valuation expert at the Call Option purchase price (i.e., $38.10 per Unit). The purchase price for the sale transaction between PE LP and the Buyer was determined, in part, based on such valuation.

9. Class B limited partnership interests are convertible to PREIT Common Shares.

10. The 1,580,211 Class B partnership interests continue to be beneficially owned as a consequence of the call option described in Footnote (6).

	/s/ Mark E. Pasquerilla	12/31/2006
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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