As filed with the Securities and Exchange Commission on December 20, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-6216339
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, PA 19103
(215) 875-0700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Lisa M. Most, Esq.
Senior Vice President and General Counsel
Pennsylvania Real Estate Investment Trust
One Commerce Square
2005
Market Street, Suite 1000
Philadelphia, PA 19103
(215) 875-0700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Elizabeth
A. Diffley, Esq.
Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
(215) 988-2700
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only
securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check
the following box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act. ☐
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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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.
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee
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Common Shares of Beneficial Interest, par value $1.00 per
share
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285,761(1)(2)
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(2)
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(2)
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(2)
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Common Shares of Beneficial Interest, par value $1.00 per
share
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714,239(1)
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$5.32(3)
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$3,799,751.48(3)
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$493.21(3)
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(1)
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Pursuant to Rule 416 under the Securities Act, such number of common shares of beneficial interest registered
hereby shall include an indeterminable number of common shares that may be issued in connection with a share split, share dividend, recapitalization or similar event.
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(2)
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As discussed below, pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement includes
unsold securities that have been previously registered. Accordingly, there is no registration fee due in connection with these previously registered shares.
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(3)
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The proposed maximum offering price per share with respect to the additional 714,239 shares being registered
pursuant to this Registration Statement is $3,799,751.48, estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(a) under the Securities Act, and, in accordance with Rule 457(c) under the Securities Act, based on
the average of the high and low reported sale prices of our common shares on the New York Stock Exchange on December 16, 2019.
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Pursuant to Rule 415(a)(6)
under the Securities Act, the securities registered pursuant to this Registration Statement consist of 285,761 unsold common shares previously registered on the Registrants Registration Statement on Form
S-3 (Registration No. 333-222189). In connection with the registration of such unsold common shares, the Registrant paid a registration fee of $791 for the newly
registered shares on Registration Statement No. 333-222189 and carried over $895 of previously paid registration fees, which will continue to be applied to such unsold securities. Pursuant to Rule
415(a)(6), the offering of the unsold securities registered under the Registration Statement No. 333-222189 will be deemed terminated as of the date of effectiveness of this Registration Statement.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.