Item 3.02. Unregistered Sales of Equity Securities

Pennsylvania Real Estate Investment Trust (the "Company") has agreed that on October 13, 2009, it will issue to a holder of Notes (as defined below) 1,300,000 of its common shares of beneficial interest, par value $1.00 per share ("Shares"), and pay $13.3 million in cash in exchange for $35.0 million in aggregate principal amount of 4.00% Exchangeable Senior Notes due 2012 (the "Notes") of its subsidiary, PREIT Associates, L.P., which are guaranteed by the Company and exchangeable for Shares. In connection with this October repurchase, the Company will recognize a gain on extinguishment of debt of $9.9 million. Separately, in September 2009, the Company repurchased $12.0 million in aggregate principal amount of the Notes for $7.2 million in cash, and recognized a gain on extinguishment of debt in connection with that transaction of $4.2 million. After the October transaction and the September 2009 repurchase, $167.4 million in aggregate principal amount of the Notes will remain 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 in connection with this transaction.

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