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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1. Name and Address of Reporting Person * RUBIN RONALD   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) Executive Chairman (Last) (First) (Middle) PENNSYLVANIA REAL ESTATE INVESTMENT TR, THE BELLEVUE 200 S BROAD STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2012 (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 Shares of Beneficial Interest, par value $1.00 per share 12/31/2012   A   122,723 (1) A $ 0 297,899 D   Shares of Beneficial Interest, par value $1.00 per share 12/31/2012   F   52,891 D $ 17.49 245,008 D   Shares of Beneficial Interest, par value $1.00 per share               27,800 I By Trust (2) Shares of Beneficial Interest, par value $1.00 per share               5,000 I By Trust (3) Shares of Beneficial Interest, par value $1.00 per share               7,834 I By Trust (4) Shares of Beneficial Interest, par value $1.00 per share               750 I By Trust (4)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Units of Class A Limited Partnership Interest

(5)

(5)

(5)

Shares of beneficial interest, par value $1.00 per share

825,907

825,907

D

Units of Class A Limited Partnership Interest

(5)

(5)

(5)

Shares of beneficial interest, par value $1.00 per share

59,755

59,755

I

By GRAT (6)

Units of Class A Limited Partnership Interest

(5)

(5)

(5)

Shares of beneficial interest, par value $1.00 per share

59,755

59,755

I

By GRAT (7)

Units of Class A Limited Partnership Interest

(5)

(5)

(5)

Shares of beneficial interest, par value $1.00 per share

86,934

86,934

I

By the Non-QTIP Marital Trust U/W of Richard I. Rubin (8)

Units of Class A Limited Partnership Interest

(5)

(5)

(5)

Shares of beneficial interest, par value $1.00 per share

5,227

5,227

I

By Pan American Office Investments, L.P. (9)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RUBIN RONALD PENNSYLVANIA REAL ESTATE INVESTMENT TR THE BELLEVUE 200 S BROAD STREET PHILADELPHIA, PA 19102	X		Executive Chairman

Signatures

/s/ Ronald Rubin		01/03/2013
**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)	Award of shares in respect of performance-contingent RSUs earned and vested under the 2010-2012 RSU plan.
(2)	These 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.
(3)	These shares are held by a trust of which Mr. Rubin is a trustee and a beneficiary.
(4)	These shares are held by trusts of which Mr. Rubin is a trustee. Mr. Rubin disclaims beneficial ownership of these shares.
(5)	The 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.
(6)	The Ronald Rubin 2010 Grantor Retained Annuity Trust ("GRAT") for the benefit of the reporting person's son is the holder of these securities. The reporting person is the trustee of this GRAT.
(7)	The Ronald Rubin 2010 GRAT for the benefit of the reporting person's daughter is the holder of these securities. The reporting person is the trustee of this GRAT.
(8)	The 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.
(9)	Pan 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.

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