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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Swann Christopher 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 PENN. REAL ESTATE INVESTMENT TRUST, 2005 MARKET STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)
9/14/2022
(Street)
PHILADELPHIA, PA 19103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/14/2022    S    66  D $3.7360  0  D   
Shares of Beneficial Interest, par value $1.00 per share  9/14/2022    S    12666  D $3.7380  0  I  Shared ownership with the Reporting Person's spouse 
Shares of Beneficial Interest, par value $1.00 per share  9/14/2022    P    12732  A $4.0850 (1) 67322  I  Owned by Cygnus Opportunity Fund, LLC (10)(11)
Series B Preferred Shares, par value $0.01 per share  9/14/2022    P    11342  A $4.0096 (2) 159144  I  Owned by Cygnus Property Fund V, LLC (10)(11)
Series B Preferred Shares, par value $0.01 per share  9/14/2022    S    159144  D $3.2484 (3) 0  I  Owned by Cygnus Property Fund V, LLC (10)(11)
Series B Preferred Shares, par value $0.01 per share  9/14/2022    P    126465  A $3.2500 (4) 179388  I  Owned by Cygnus Property Fund VI, LLC (10)(11)
Series C Preferred Shares, par value $0.01 per share  9/14/2022    S    52000  D $3.4669 (5) 158479  I  Owned by Cygnus Property Fund V, LLC (10)(11)
Series D Preferred Shares, par value $0.01 per share  9/14/2022    S    166000  D $2.9473 (6) 0  I  Owned by Cygnus Property Fund V, LLC (10)(11)
Series D Preferred Shares, par value $0.01 per share  9/14/2022    P    145518  A $3.2063 (7) 302440  I  Owned by Cygnus Property Fund VI, LLC (10)(11)
Series C Preferred Shares, par value $0.01 per share  9/15/2022    S    158479  D $3.3418 (8) 0  I  Owned by Cygnus Property Fund V, LLC (10)(11)
Series C Preferred Shares, par value $0.01 per share  9/15/2022    P    28000  A $3.3472  86750  I  Owned by Cygnus Property Fund VI, LLC (10)(11)
Series C Preferred Shares, par value $0.01 per share  9/16/2022    P    126052  A $3.2026 (9) 212802  I  Owned by Cygnus Property Fund VI, LLC (10)(11)
Shares of Beneficial Interest, par value $1.00 per share                 42021  I  Owned by Cygnus Property Fund IV, LLC (10)(11)
Series B Preferred Shares, par value $0.01 per share                 74398  I  Owned by Cygnus Opportunity Fund, LLC (10)(11)
Series B Preferred Shares, par value $0.01 per share                 42963  I  Owned by Cygnus Property Fund IV, LLC (10)(11)
Series C Preferred Shares, par value $0.01 per share                 111416  I  Owned by Cygnus Opportunity Fund, LLC (10)(11)
Series C Preferred Shares, par value $0.01 per share                 74879  I  Owned by Cygnus Property Fund IV, LLC (10)(11)
Series D Preferred Shares, par value $0.01 per share                 136744  I  Owned by Cygnus Opportunity Fund, LLC (10)(11)
Series D Preferred Shares, par value $0.01 per share                 30749  I  Owned by Cygnus Property Fund IV, LLC (10)(11)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.7700 to $4.0900, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2)  Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.5267 to $4.1533, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(3)  Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.2400 to $3.2500, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)  Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.2483 to $3.3667, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(5)  Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.3522 to $3.7500, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)  Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.3002 to $3.0000, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7)  Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.9900 to $3.6277, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(8)  Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.3108 to $3.3514, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(9)  Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.1700 to $3.2200, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(10)  Mr. Swann may be deemed to indirectly beneficially own the shares reported herein that are held directly by Cygnus Opportunity Fund, LLC, a Delaware limited liability company ("Cygnus Opportunity"), Cygnus Property Fund IV, LLC, a Delaware limited liability company ("Cygnus IV"), Cygnus Property Fund V, LLC, a Delaware limited liability company ("Cygnus V"), and Cygnus Property Fund VI, LLC, a Delaware limited liability company ("Cygnus VI") by virtue of serving as the President and CEO of Cygnus Capital, Inc., a Wyoming corporation ("Cygnus"), the managing member of each of (i) Cygnus Capital Advisers, LLC, a Wyoming limited liability company ("Cygnus Capital"), which serves as the investment adviser of Cygnus Opportunity, (ii) Cygnus General Partners, LLC, a Wyoming limited liability company ("Cygnus GP"), which serves as the managing member of Cygnus Opportunity,
(11)  (continued from footnote 10) and (iii) Cygnus Capital Real Estate Advisors II, LLC, a Wyoming limited liability company ("Cygnus Property GP" and, together with Cygnus Opportunity, Cygnus IV, Cygnus V, Cygnus VI, Cygnus, Cygnus Capital and Cygnus GP, the "Cygnus Group"), which serves as the general partner and investment advisor of each of Cygnus IV, Cygnus V, and Cygnus VI. Mr. Swann disclaims any beneficial ownership of any and all of the Issuer's securities reported herein in excess of his actual pecuniary interest.

Remarks:
The transactions reported herein by Cygnus V and Cygnus VI reflect the liquidation of Cygnus V in its entirety and the reacquisition of substantially the same amount of shares in Cygnus VI in order to maintain substantially the same beneficial ownership of the Issuer by the Cygnus Group. Similarly, the transactions reported herein by Mr. Swann directly and through his spouse and Cygnus Opportunity reflect a rebalancing among the Cygnus Group of the same amount of shares. Following the transactions reported herein, the Cygnus Group continues to beneficially own substantially the same amount of shares of the Issuer as previously reported. The Reporting Person will disgorge statutory "profits" resulting from the transactions reported herein pursuant to Section 16(b) of the Exchange Act to the Issuer in the amount of $25,014.48 representing the maximum amount of profits for which the Reporting Person may be deemed to be liable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Swann Christopher
C/O PENN. REAL ESTATE INVESTMENT TRUST
2005 MARKET STREET, SUITE 1000
PHILADELPHIA, PA 19103
X



Signatures
Christopher Swann 9/19/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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