Item 3.02. Unregistered Sales of Equity Securities

Pennsylvania Real Estate Investment Trust (the "Company") has agreed that on June 29, 2009, it will issue to a holder of Notes (as defined below) 3,000,000 of its common shares of beneficial interest, par value $1.00 per share ("Shares"), in exchange for $25.0 million in aggregate principal amount of 4.00% Exchangeable Senior Notes due 2012 (the "Notes") of its subsidiary, PREIT Associates, L.P. (the "Subsidiary"), which are guaranteed by the Company and exchangeable for shares of the Company (the "Exchange"). After the Exchange, approximately $214 million in aggregate principal amount of the Notes remains outstanding.

The Company's issuance of the Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, under Section 3(a)(9) of such Act. No commission or other remuneration was paid or given directly or indirectly for this transaction.

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