SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Pennsylvania Real Estate Investment Trust
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania |
23-6216339 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| The Bellevue, 200 S. Broad Street, Philadelphia, Pennsylvania |
19102 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which | |
| 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares |
The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-201196
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
A description of the preferred shares to be registered hereunder is contained in the section entitled “Description of Our Series D Preferred Shares” in the Registrant’s prospectus supplement dated September 7, 2017, as filed with the U.S. Securities and Exchange Commission on September 8, 2017 under Rule 424(b)(5), and under “Description of Preferred Shares of Beneficial Interest” in the accompanying prospectus, which descriptions are incorporated herein by reference.
Item 2. Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Trust Agreement of Pennsylvania Real Estate Investment Trust, dated December 18, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 23, 2008) | |
| 3.2 | Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of Pennsylvania Real Estate Investment Trust’s 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-A filed on April 20, 2012) | |
| 3.3 | Second Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of Pennsylvania Real Estate Investment Trust’s 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-A filed on October 11, 2012) | |
| 3.4 | Third Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of Pennsylvania Real Estate Investment Trust’s 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 3.4 to the Company’s Form 8-A filed on January 27, 2017) | |
| 3.5* | Fourth Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of Pennsylvania Real Estate Investment Trust’s 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share | |
| 4.1 | Form of share certificate evidencing the 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A filed on April 20, 2012) | |
| 4.2 | Form of share certificate evidencing the 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A filed on October 11, 2012) | |
| 4.3 | Form of share certificate evidencing the 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit 4.3 to the Company’s Registration of Certain Classes of Securities on Form 8-A filed on January 27, 2017) | |
| 4.4* | Form of share certificate evidencing the 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share | |
| * | Filed herewith. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: September 11, 2017 | PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | |||||
| By: | /s/ Bruce Goldman | |||||
| Bruce Goldman | ||||||
| Executive Vice President and General Counsel | ||||||
EXHIBIT INDEX
| * | Filed herewith. |