As filed with the Securities and Exchange Commission on May 29, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 No.)
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One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, Pennsylvania
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19103
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(Address of principal executive offices)
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(Zip Code)
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AMENDED AND RESTATED
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
2018 EQUITY INCENTIVE PLAN
(Full title of the plan)
Lisa M. Most
Executive Vice President, Secretary and General Counsel
Pennsylvania Real Estate Investment Trust
One Commerce Square
2005
Market Street, Suite 1000
Philadelphia, Pennsylvania 19103
(Name and address of agent for service)
(215) 875-0700
(Telephone number, including area code, of agent for service)
Copies to:
Elizabeth A. Diffley
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
(215) 988-2700
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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(Do not check if a smaller reporting company)
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Emerging Growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee(3)
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Common Shares of Beneficial Interest, par value $1.00
per share, under the Amended and Restated Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan
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$2,440,000
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$1.16
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$2,830,400
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$367.39
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(1)
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Additional shares that are available for grant under the Amended and Restated Pennsylvania Real Estate
Investment Trust 2018 Equity Incentive Plan, as approved by the registrant’s shareholders at its Annual Meeting of Shareholders on May 28, 2020. In the event of a share split, share dividend or similar transaction involving the
registrant’s shares, in order to prevent dilution, the number of shares registered automatically shall be increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933.
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(2)
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Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c)
under the Securities Act, based on the average of the high and low reported sale prices for the registrant’s common shares as reported by the New York Stock Exchange on May 22, 2020, which date was within five business days of the date of
this filing.
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(3)
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Calculated pursuant to Section 6(b) of the Securities Act as follows: proposed maximum aggregate offering
price multiplied by .0001298.
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