Pennsylvania Real Estate Investment Trust : Amendments to Articles of Incorporation/Bylaws/Change in Fiscal Year – Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 15, 2022

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania		001-6300		23-6216339
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

One Commerce Square 2005 Market Street, Suite 1000 Philadelphia, Pennsylvania		19103
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (215)875-0700.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

the	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

the	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

the	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

the	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Shares of Beneficial Interest, par value $1.00 per share		PEI		New York Stock Exchange
Series B Preferred Shares, par value $0.01 per share		PEIPrB		New York Stock Exchange
Series C Preferred Shares, par value $0.01 per share		PEIPrC		New York Stock Exchange
Series D Preferred Shares, par value $0.01 per share		PEIPrD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. the

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Consistent with its previously disclosed intent, on June 15, 2022, Pennsylvania Real Estate Investment Trust (the “Company”), filed an amendment to the Trust Agreement (such amendment, the “Trust Agreement Amendment”) with the Commonwealth of Pennsylvania, to effectuate a reverse share split of its common shares, par value $1.00 per share (the “Common Shares”), at a ratio of 1-for-15(the “Reverse Share Split” and such ratio, the “Reverse Share Split Ratio”) effective as of June 16, 2022 (the “Effective Date”).

The Reverse Share Split reduces the number of outstanding Common Shares as well as the authorized Common Shares in the same proportion. As a result, as of the Effective Date, the authorized number of Common Shares has been reduced from 200,000,000 Common Shares to 13,333,333 Common Shares. The Reverse Share Split also reduces the number of Common Shares subject to outstanding equity awards on the Effective Date by the Reverse Share Split Ratio and increases the exercise price per Common Share under outstanding options by dividing such exercise price by the Reverse Split Ratio.

A copy of the Trust Agreement Amendment has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.

As of the Effective Date, the new CUSIP identifier for the Common Shares is 709102800.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Amendment to Amended and Restated Trust Agreement dated December 18, 2008, as amended, dated as of June 15, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: June 22, 2022			By:		/s/ Lisa M.
			Lisa M.
			Executive Vice President, Secretary and General Counsel