Edgar Filing: PASQUERILLA MARK E

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 ^*

PASQUERILLA MARK E

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)

(Last)

(First)

(Middle)

C/O PREIT, THE BELLVUE, 200 SOUTH BROAD STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2006

(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)
			Code	V	Amount	(A) or (D)	Price

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

Call Right ⁽¹⁾

$ 53.1 ⁽²⁾

12/21/2006

14,500 ⁽²⁾

03/01/2007

03/01/2008

Preferred Shares and class B limited partnership units ⁽²⁾

14,500 ⁽²⁾

$ 500,000 ⁽³⁾

1 ⁽²⁾

by partnership ⁽²⁾

Call Right ⁽¹⁾

$ 53.1 ⁽¹⁾

12/21/2006

14,500 ⁽²⁾

03/01/2007

03/01/2008

Preferred Shares and class B limited partnership units ⁽²⁾

⁽²⁾

$ 500,000 ⁽³⁾

1 ⁽²⁾

by subsidiary, CIT, and controlled partnership, CAP ⁽²⁾

Call Right ⁽¹⁾

$ 38.1 ⁽²⁾

12/21/2006

1,580,211 ⁽²⁾

03/01/2007

03/01/2008

Preferred Shares and class B limited partnership units ⁽²⁾

1,580,211 ⁽²⁾

$ 500,000 ⁽³⁾

1 ⁽²⁾

by partnership ⁽²⁾

Call Right ⁽¹⁾

$ 38.1 ⁽¹⁾

12/21/2006

1,580,211 ⁽²⁾

03/01/2007

03/01/2008

Preferred Shares and class B limited partnership units ⁽²⁾

⁽²⁾

$ 500,000 ⁽³⁾

1 ⁽²⁾

by subsidiary, CIT, and controlled partnership, CAP ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PASQUERILLA MARK E C/O PREIT THE BELLVUE, 200 SOUTH BROAD STREET PHILADELPHIA, PA 19102	X

Signatures

/s/ Mark E. Pasquerilla		12/21/2006
^**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)	Call Right for 14,500 preferred shares and 1,580,211 units of class B limited partnership interest.
(2)	14,500 Pennsylvania Real Estate Investment Trust preferred shares (the "Shares") and 1,580,211 units of class B PREIT Associates, L.P. partnership interest (the "Units") are subject to a Call Agreement among Crown Holding Company ("CHC"), a Pennsylvania corporation, Crown Investments 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, and CAP granted PE LP a call right with respect to the Units. CHC indirectly owns all of the equity interests in CIT and CAP. PE LP owns directly all of the outstanding equity in CHC. PE LP and CHC are controlled by Mr. Pasquerilla, the Reporting Preson, and are owned in the same proportion by the same persons.
(3)	The purchase price for the call option with respect to the Shares is $53.10 per Share, and the purchase price for the call option with respect to the Units is $38.10 per Unit.

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