Edgar Filing: PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RUBIN GEORGE F

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
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman

(Last)

(First)

(Middle)

C/O PENN. REAL ESTATE INVESTMENT TRUST, 200 S. BROAD ST., THE BELLEVUE

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2013

(Street)

PHILADELPHIA, PA 19102

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	08/02/2013		G⁽¹⁾	V	68,379	D	$ 0	31,621	I	By GRAT ⁽²⁾
Shares of Beneficial Interest, par value $1.00 per share	08/06/2013		G⁽¹⁾	V	15,000	D	$ 0	16,621	I	By GRAT ⁽²⁾
Shares of Beneficial Interest, par value $1.00 per share	08/13/2013		J⁽³⁾	V	16,621	D	$ 0	0	I	By GRAT ⁽²⁾
Shares of Beneficial Interest, par value $1.00 per share	08/13/2013		J⁽³⁾	V	16,621	A	$ 0	195,959 ⁽⁴⁾	D
Shares of Beneficial Interest, par value $1.00 per share								97,999	I	By Trust ⁽⁵⁾
Shares of Beneficial Interest, par value $1.00 per share								27,800	I	By Trust ⁽⁶⁾
Shares of Beneficial Interest, par value $1.00 per share								7,834	I	By Trust ⁽⁷⁾
Shares of Beneficial Interest, par value $1.00 per share								5,000	I	By Trust ⁽⁸⁾
Shares of Beneficial Interest, par value $1.00 per share								750	I	By Trust ⁽⁸⁾
Shares of Beneficial Interest, par value $1.00 per share								900	I	By Trust ⁽⁹⁾
Shares of Beneficial Interest, par value $1.00 per share								1,063	I	By Spouse ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RUBIN GEORGE F C/O PENN. REAL ESTATE INVESTMENT TRUST 200 S. BROAD ST., THE BELLEVUE PHILADELPHIA, PA 19102	X		Vice Chairman

Signatures

George F. Rubin		08/14/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person made a gift of these securities from a Grantor Retained Annuity Trust ("GRAT") of which he is the trustee to an entity not included in his beneficial ownership for these purposes.
(2)	The holder of these securities is the GRAT of which the reporting person is the trustee.
(3)	This transaction involved an annuity distribution of 16,621 shares from the GRAT for the benefit of the reporting person to the reporting person.
(4)	Includes 6,206 total shares held in an employee share purchase plan.
(5)	These shares are held by trusts of which Mr. Rubin is a trustee. Mr. Rubin disclaims beneficial ownership of these shares.
(6)	These securities 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.
(7)	These shares are held by a trust of which Mr. Rubin is a trustee and a beneficiary.
(8)	These shares are held by trusts of which Mr. Rubin is a trustee. Mr. Rubin disclaims beneficial ownership of these shares.
(9)	Held by a trust, the beneficiary of which is Mr. Rubin's daughter. Mr. Rubin disclaims beneficial ownership of these shares.
(10)	Held by Mr. Rubin's spouse. Mr. Rubin disclaims beneficial ownership of these shares.

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