SEC Form 4 · accession 0001174322-15-000004
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST · PEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald Rubin
Officer — Executive Chairman · Director
Period of report
Jan 29, 2015
Accepted (ET)
Jan 30, 2015 · 8:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077281
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Shares of Beneficial Interest, par value $1.00 per shareF1 | Jan 29, 2015 | A | 58,684 | $0.00 | A | 205,978 | D | |
| Shares of Beneficial Interest, par value $1.00 per share | Jan 29, 2015 | F | 22,792 | $24.88 | D | 183,186 | D | |
| Shares of Beneficial Interest, par value $1.00 per shareF2 | holding | — | — | — | 27,800 | I | By Trust | |
| Shares of Beneficial Interest, par value $1.00 per shareF3 | holding | — | — | — | 5,000 | I | By Trust | |
| Shares of Beneficial Interest, par value $1.00 per shareF4 | holding | — | — | — | 7,834 | I | By Trust | |
| Shares of Beneficial Interest, par value $1.00 per shareF4 | holding | — | — | — | 750 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of Class A Limited Partnership InterestF5 | — | holding | — | — | — | — | — | Shares of Beneficial Interest, par value $1.00 per share | 945,417 | 945,417 | D |
| Units of Class A Limited Partnership InterestF6,F5 | — | holding | — | — | — | — | — | Shares of Beneficial Interest, par value $1.00 per share | 86,934 | 86,934 | I |
| Units of Class A Limited Partnership InterestF7,F5 | — | holding | — | — | — | — | — | Shares of Beneficial Interest, par value $1.00 per share | 5,227 | 5,227 | I |
Explanation of responses
- F1Award of shares in respect of performance-contingent RSUs earned and vested under the 2012-2014 RSU plan.
- F2These shares are held by the Non-QTIP Marital Trust U/W of Richard I. Rubin (the "Marital Trust"), a trust of which Mr. Rubin is a trustee and a beneficiary.
- F3These shares are held by a trust of which Mr. Rubin is a trustee and a beneficiary.
- F4These shares are held by trusts of which Mr. Rubin is a trustee. Mr. Rubin disclaims beneficial ownership of these shares.
- F5The 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 held by the reporting person 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. The Units are currently redeemable, but have not been redeemed. The Units have no expiration date.
- F6The Marital Trust is the holder of these Units. Mr. Rubin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F7Pan 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.