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 * Ioannou Andrew M. 2. Issuer Name and Ticker or Trading Symbol PENNSYLVANIA REAL ESTATE INVESTMENT TRUST [ PRET ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP - Finance and Acquisitions
(Last)          (First)          (Middle)
C/O PENN. REAL ESTATE INVESTMENT TRUST, 2005 MARKET STREET, SUITE 1000		 3. Date of Earliest Transaction (MM/DD/YYYY)
3/6/2023
(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  3/6/2023    M    5472 (1) A  (1) 11850 (1) D   
Shares of Beneficial Interest, par value $1.00 per share  3/6/2023    D    5472 (1) D $1.3088 (3) 6378  D   

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
Restricted Share Units   (1) 3/6/2023    M        5472    (2)  (2) Shares of Beneficial Interest (1) 5472   (1) 10942 (2) D   

Explanation of Responses:
(1)  Consists of restricted share units ("RSUs") granted on March 4, 2022 pursuant to the issuer's 2022-2024 Equity Award Program (the "2022-2024 Program"). Each RSU represents a contingent right to receive one share of Beneficial Interest, par value $1.00 per share (a "Share"), of the issuer. The RSUs may be settled in Shares or cash in the discretion of the issuer's Compensation Committee. The Compensation Committee determined to settle the RSUs that vested on March 4, 2023 for cash. Because March 4, 2023 was a Saturday, the cash settlement amount was determined based on the March 3, 2023 and March 6, 2023 Share price. For purposes of this Form 4, the cash settlement of the vested RSUs has been presented as the conversion of the vested RSUs into Shares and the simultaneous disposition of Shares to the issuer for cash.
(2)  The 2022-2024 Program RSU grant consisted of 16,414 RSUs (this reflects the adjusted RSU total following the reverse share split, effective as of June 16, 2022) granted on March 4, 2022, with the RSUs vesting in three equal annual installments beginning on March 4, 2023.
(3)  Represents the average of the highest and lowest selling price of a Share on March 3, 2023 and March 6, 2023.

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

EVP - Finance and Acquisitions

Signatures
/s/ Andrew M. Ioannou 3/8/2023
**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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