UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
Pennsylvania Real Estate
Investment Trust
(Name of Issuer)
Beneficial Interest, par value $1.00 per share
7.375% Series B Cumulative Redeemable Perpetual Preferred Shares,
par value $0.01 per share
7.20% Series C Cumulative Redeemable Perpetual Preferred Shares,
par value $0.01 per share
6.875% Series D Cumulative Redeemable Perpetual Preferred
Shares, par value $0.01 per share
(Title of Class of Securities)
709102107
709102503
709102602
709102701
(CUSIP Number)
CHRISTOPHER SWANN
CYGNUS CAPITAL, INC.
3060 Peachtree Road NW, Suite 1080
Atlanta, Georgia 30305
(404) 465-3685
ELIZABETH GONZALEZ- SUSSMAN, ESQ.,
OLSHAN FROME WOLOSKY
LLP
1325 Avenue of the
Americas
New York, New York
10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 2022
(Date of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Cygnus Opportunity Fund, LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.0% of the outstanding shares of Beneficial Interest
2.2% of the outstanding shares of Series B Preferred Stock
1.6% of the outstanding shares of Series C Preferred Stock
2.7% of the outstanding shares of Series D Preferred Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Cygnus Property Fund IV, LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
42,021 shares of Beneficial Interest
42,963 shares of Series B Preferred Stock
74,879 shares of Series C Preferred Stock
30,749 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
42,021 shares of Beneficial Interest
42,963 shares of Series B Preferred Stock
74,879 shares of Series C Preferred Stock
30,749 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
42,021 shares of Beneficial Interest
42,963 shares of Series B Preferred Stock
74,879 shares of Series C Preferred Stock
30,749 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% of the outstanding shares of Beneficial Interest
1.2% of the outstanding shares of Series B Preferred Stock
1.1% of the outstanding shares of Series C Preferred Stock
Less than 1% of the outstanding shares of Series D Preferred
Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Cygnus Property Fund V, LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
147,802 shares of Series B Preferred Stock
210,479 shares of Series C Preferred Stock
166,000 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
147,802 shares of Series B Preferred Stock
210,479 shares of Series C Preferred Stock
166,000 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
147,802 shares of Series B Preferred Stock
210,479 shares of Series C Preferred Stock
166,000 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.3% of the outstanding shares of Series B Preferred Stock
3.1% of the outstanding shares of Series C Preferred Stock
3.3% of the outstanding shares of Series D Preferred Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Cygnus Property Fund VI, LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
52,923 shares of Series B Preferred Stock
58,750 shares of Series C Preferred Stock
156,922 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
52,923 shares of Series B Preferred Stock
58,750 shares of Series C Preferred Stock
156,922 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
52,923 shares of Series B Preferred Stock
58,750 shares of Series C Preferred Stock
156,922 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.5% of the outstanding shares of Series B Preferred Stock
Less than 1% of the outstanding shares of Series C Preferred
Stock
3.1% of the outstanding shares of Series D Preferred Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Cygnus Capital Advisers, LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Wyoming |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.0% of the outstanding shares of Beneficial Interest
2.2% of the outstanding shares of Series B Preferred Stock
1.6% of the outstanding shares of Series C Preferred Stock
2.7% of the outstanding shares of Series D Preferred Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Cygnus General Partners, LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Wyoming |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
54,590 shares of Beneficial Interest
74,398 shares of Series B Preferred Stock
111,416 shares of Series C Preferred Stock
136,744 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.0% of the outstanding shares of Beneficial Interest
2.2% of the outstanding shares of Series B Preferred Stock
1.6% of the outstanding shares of Series C Preferred Stock
2.7% of the outstanding shares of Series D Preferred Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Cygnus Capital Real Estate Advisors II, LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Wyoming |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
42,021 shares of Beneficial Interest
243,688 shares of Series B Preferred Stock
344,108 shares of Series C Preferred Stock
353,671 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
42,021 shares of Beneficial Interest
243,688 shares of Series B Preferred Stock
344,108 shares of Series C Preferred Stock
353,671 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
42,021 shares of Beneficial Interest
243,688 shares of Series B Preferred Stock
344,108 shares of Series C Preferred Stock
353,671 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% of the outstanding shares of Beneficial Interest
7.1% of the outstanding shares of Series B Preferred Stock
5.0% of the outstanding shares of Series C Preferred Stock
7.1% of the outstanding shares of Series D Preferred Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Cygnus Capital, Inc. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Wyoming |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
96,611 shares of Beneficial Interest
318,086 shares of Series B Preferred Stock
455,524 shares of Series C Preferred Stock
490,415 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
96,611 shares of Beneficial Interest
318,086 shares of Series B Preferred Stock
455,524 shares of Series C Preferred Stock
490,415 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
96,611 shares of Beneficial Interest
318,086 shares of Series B Preferred Stock
455,524 shares of Series C Preferred Stock
490,415 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.8% of the outstanding shares of Beneficial Interest
9.2% of the outstanding shares of Series B Preferred Stock
6.6% of the outstanding shares of Series C Preferred Stock
9.8% of the outstanding shares of Series D Preferred Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
CUSIP No. 709102107
709102503
709102602
709102701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Christopher Swann |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF, PF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
66 shares of Beneficial Interest
4,000 shares of Series D Preferred Stock |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
12,666 shares of Beneficial Interest
96,611 shares of Beneficial Interest
318,086 shares of Series B Preferred Stock
455,524 shares of Series C Preferred Stock
490,415 shares of Series D Preferred Stock |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
66 shares of Beneficial Interest
4,000 shares of Series D Preferred Stock |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
12,666 shares of Beneficial Interest
96,611 shares of Beneficial Interest
318,086 shares of Series B Preferred Stock
455,524 shares of Series C Preferred Stock
490,415 shares of Series D Preferred Stock |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
109,343 shares of Beneficial Interest
318,086 shares of Series B Preferred Stock
455,524 shares of Series C Preferred Stock
494,415 shares of Series D Preferred Stock |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
2.0% of the outstanding shares of Beneficial Interest
9.2% of the outstanding shares of Series B Preferred Stock
6.6% of the outstanding shares of Series C Preferred Stock
8.9% of the outstanding shares of Series D Preferred Stock |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
CUSIP No. 709102107
709102503
709102602
709102701
The following constitutes Amendment No. 5 to the Schedule 13D filed
by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends
the Schedule 13D as specifically set forth herein.
|
Item 3. |
Source and Amount of Funds or
Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Securities purchased by each of Cygnus Opportunity, Cygnus IV,
Cygnus V and Cygnus VI were purchased with working capital (which
may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases.
The aggregate purchase price of the 54,590 shares of Beneficial
Interest, 74,398 shares of Series B Preferred Stock, 111,416 shares
of Series C Preferred Stock and 136,744 shares of Series D
Preferred Stock beneficially owned by Cygnus Opportunity is
approximately $1,473,688, $694,972, $915,350 and $986,270,
respectively, excluding brokerage commissions. The aggregate
purchase price of the 42,021 shares of Beneficial Interest, 42,963
shares of Series B Preferred Stock, 74,879 shares of Series C
Preferred Stock and 30,749 shares of Series D Preferred Stock
beneficially owned by Cygnus IV is approximately $774,733,
$394,220, $639,625 and $246,268, respectively, excluding brokerage
commissions. The aggregate purchase price of the 147,802 shares of
Series B Preferred Stock, 210,479 shares of Series C Preferred
Stock and 166,000 shares of Series D Preferred Stock beneficially
owned by Cygnus V is approximately $951,262, $1,326,313 and
$1,142,528, respectively, excluding brokerage commissions. The
aggregate purchase price of the 52,923 shares of Series B Preferred
Stock, 58,750 shares of Series C Preferred Stock and 156,922 shares
of Series D Preferred Stock beneficially owned by Cygnus VI is
approximately $356,294, $152,358 and $773,252, respectively,
excluding brokerage commissions.
The Securities purchased by Mr. Swann personally, including
Securities held in an account by his spouse, which Mr. Swann shares
voting and dispositive power over, and an individual retirement
account in Mr. Swann’s name, were purchased with personal funds
(which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market
purchases. The aggregate purchase price of the 12,732 shares of
Beneficial Interest and 4,000 shares of Series D Preferred Stock
beneficially owned by Mr. Swann is approximately $195,167 and
$31,666, respectively, excluding brokerage commissions.
|
Item 5. |
Interest in Securities of the
Issuer. |
Items 5(a) – (c) are hereby amended and restated as follows:
(a)(b) See rows (11) and (13) of the cover page to this Schedule
13D for the aggregate number of Securities, and percentage of the
outstanding Securities, beneficially owned by each of the Reporting
Persons as of the close of business on July 11, 2022, respectively.
See rows (7) through (10) of the cover page to this Schedule 13D
for the number of Securities as to which the Reporting Persons have
the sole or shared power to vote or direct the vote of and sole or
shared power to dispose or to direct the disposition of.
The aggregate percentage of Securities reported owned by each
Reporting Person is based upon (i) 5,374,162 shares of Beneficial
Interest (after giving effect to the 1-for-15 reverse share split
of the shares of Beneficial Interest effectuated by the Issuer on
June 15, 2022, as disclosed in the Issuer’s Current Report on Form
8-K filed with the SEC on June 22, 2022), (ii) 3,450,000 shares of
Series B Preferred Stock outstanding, (iii) 6,900,000 shares of
Series C Preferred Stock outstanding and (iv) 5,000,000 shares of
Series D Preferred Stock outstanding as of May 4, 2022 as set forth
on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on
May 6, 2022.
(c) The transactions in the Securities since the filing of
Amendment No. 4 to the Schedule 13D by certain of the Reporting
Persons are set forth on Schedule A attached hereto and are
incorporated herein by reference.
CUSIP No. 709102107
709102503
709102602
709102701
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated:
July 12, 2022
|
Cygnus Opportunity Fund, LLC |
|
|
|
By: |
Cygnus General Partners, LLC, its general partner |
|
|
|
|
By: |
Cygnus Capital, Inc., its managing member |
|
|
|
|
By: |
/s/ Christopher Swann
|
|
|
Name: |
Christopher Swann |
|
|
Title: |
President and CEO |
|
Cygnus Property Fund IV, LLC |
|
|
|
By: |
Cygnus Capital Real Estate Advisors II, LLC, its general
partner |
|
|
|
|
By: |
Cygnus Capital, Inc., its managing member |
|
|
|
|
By: |
/s/ Christopher Swann
|
|
|
Name: |
Christopher Swann |
|
|
Title: |
President and CEO |
|
Cygnus Property Fund V, LLC |
|
|
|
By: |
Cygnus Capital Real Estate Advisors II, LLC, its general
partner |
|
|
|
|
By: |
Cygnus Capital, Inc., its managing member |
|
|
|
|
By: |
/s/ Christopher Swann
|
|
|
Name: |
Christopher Swann |
|
|
Title: |
President and CEO |
CUSIP No. 709102107
709102503
709102602
709102701
|
Cygnus Property Fund VI, LLC |
|
|
|
By: |
Cygnus Capital Real Estate Advisors II, LLC, its general
partner |
|
|
|
|
By: |
Cygnus Capital, Inc., its managing member |
|
|
|
|
By: |
/s/ Christopher Swann
|
|
|
Name: |
Christopher Swann |
|
|
Title: |
President and CEO |
|
Cygnus Capital Advisers, LLC |
|
|
|
By: |
Cygnus Capital, Inc., its managing member |
|
|
|
|
By: |
/s/ Christopher Swann
|
|
|
Name: |
Christopher Swann |
|
|
Title: |
President and CEO |
|
Cygnus General Partners, LLC |
|
|
|
By: |
Cygnus Capital, Inc., its managing member |
|
|
|
|
By: |
/s/ Christopher Swann
|
|
|
Name: |
Christopher Swann |
|
|
Title: |
President and CEO |
|
Cygnus Capital Real Estate Advisors II, LLC |
|
|
|
By: |
Cygnus Capital, Inc., its managing member |
|
|
|
|
By: |
/s/ Christopher Swann
|
|
|
Name: |
Christopher Swann |
|
|
Title: |
President and CEO |
|
Cygnus Capital, Inc. |
|
|
|
By: |
/s/ Christopher Swann
|
|
|
Name: |
Christopher Swann |
|
|
Title: |
President and CEO |
|
/s/ Christopher Swann
|
|
Christopher Swann |
CUSIP No. 709102107
709102503
709102602
709102701
SCHEDULE A
Transactions in the Securities Since the Filing of Amendment No. 4
to the Schedule 13D
Nature of Transaction |
Amount of Securities Purchased/(Sold) |
Price per Share ($) |
Date of Purchase/Sale |
Cygnus Opportunity Fund, LLC
Purchase of Series D Preferred Stock |
3,500 |
2.4200 |
06/24/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.4200 |
06/24/2022 |
Sale of Beneficial Interest |
(100) |
3.4800 |
07/06/2022 |
Cygnus Property Fund V, LLC
Purchase of Series D Preferred Stock |
1,000 |
2.5010 |
06/29/2022 |
Cygnus Property Fund VI, LLC
Purchase of Series B Preferred Stock |
1,638 |
2.7336 |
06/24/2022 |
Purchase of Series B Preferred Stock |
400 |
2.7650 |
06/24/2022 |
Purchase of Series C Preferred Stock |
4,000 |
2.6090 |
06/24/2022 |
Purchase of Series C Preferred Stock |
700 |
2.2882 |
06/24/2022 |
Purchase of Series C Preferred Stock |
500 |
2.4040 |
06/24/2022 |
Purchase of Series C Preferred Stock |
400 |
2.3925 |
06/24/2022 |
Purchase of Series C Preferred Stock |
1,000 |
2.4981 |
06/24/2022 |
Purchase of Series C Preferred Stock |
400 |
2.5000 |
06/24/2022 |
Purchase of Series C Preferred Stock |
2,000 |
2.6089 |
06/24/2022 |
Purchase of Series C Preferred Stock |
201 |
2.4350 |
06/24/2022 |
Purchase of Series C Preferred Stock |
300 |
2.5033 |
06/24/2022 |
Purchase of Series C Preferred Stock |
1,020 |
2.5551 |
06/24/2022 |
Purchase of Series C Preferred Stock |
1,000 |
2.7435 |
06/24/2022 |
Purchase of Series D Preferred Stock |
4,000 |
2.6076 |
06/24/2022 |
Purchase of Series D Preferred Stock |
1,000 |
2.4228 |
06/24/2022 |
Purchase of Series D Preferred Stock |
4,100 |
2.5561 |
06/24/2022 |
Purchase of Series D Preferred Stock |
300 |
2.5000 |
06/24/2022 |
Purchase of Series D Preferred Stock |
100 |
2.3800 |
06/24/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.4200 |
06/24/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.4182 |
06/24/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.4383 |
06/24/2022 |
Purchase of Series D Preferred Stock |
1,280 |
2.4834 |
06/24/2022 |
Purchase of Series D Preferred Stock |
2,000 |
2.5000 |
06/24/2022 |
Purchase of Series D Preferred Stock |
419 |
2.5024 |
06/24/2022 |
Purchase of Series B Preferred Stock |
500 |
3.1160 |
06/27/2022 |
Purchase of Series C Preferred Stock |
1,000 |
2.9180 |
06/27/2022 |
Purchase of Series D Preferred Stock |
600 |
2.9183 |
06/27/2022 |
Purchase of Series C Preferred Stock |
5,000 |
2.8200 |
06/28/2022 |
Purchase of Series C Preferred Stock |
1,349 |
2.6311 |
06/28/2022 |
Purchase of Series C Preferred Stock |
1,000 |
2.7306 |
06/28/2022 |
Purchase of Series C Preferred Stock |
3,000 |
2.7877 |
06/28/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.5568 |
06/28/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.5000 |
06/28/2022 |
Purchase of Series D Preferred Stock |
2,400 |
2.5700 |
06/28/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.4300 |
06/28/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.4000 |
06/29/2022 |
Purchase of Series B Preferred Stock |
3,000 |
2.7600 |
06/30/2022 |
Purchase of Series C Preferred Stock |
5,000 |
2.5000 |
06/30/2022 |
Purchase of Series C Preferred Stock |
324 |
2.2500 |
06/30/2022 |
Purchase of Series C Preferred Stock |
9,160 |
2.3498 |
06/30/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.1700 |
06/30/2022 |
Purchase of Series C Preferred Stock |
525 |
2.3500 |
07/01/2022 |
Purchase of Series D Preferred Stock |
5,000 |
2.1476 |
07/05/2022 |
Purchase of Series C Preferred Stock |
44 |
2.3500 |
07/06/2022 |
Purchase of Series C Preferred Stock |
2,000 |
2.7485 |
07/07/2022 |
Pennsylvania Real Estate... (NYSE:PEI-D)
Historical Stock Chart
From May 2023 to Jun 2023
Pennsylvania Real Estate... (NYSE:PEI-D)
Historical Stock Chart
From Jun 2022 to Jun 2023