UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

(Name of Issuer)

 

 

COMMON STOCK

(Title of Class of Securities)

 

 

709102107

(CUSIP Number)

 

 

CALENDAR YEAR 2017

(Date of Event Which Requires Filing of this Statement)

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

APG Asset Management US Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  [   ]

(b)  [X]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF SHARES

 BENEFICIALLY OWNED

BY EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

0

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%*

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

APG Asset Management, N.V.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  [   ]

(b)  [X]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Kingdom of the Netherlands

 

NUMBER OF SHARES

 BENEFICIALLY OWNED

BY EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

0

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%*

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

APG Groep, N.V.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  [   ]

(b)  [X]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Kingdom of the Netherlands

 

NUMBER OF SHARES

 BENEFICIALLY OWNED

BY EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

0

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%*

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

Stichting Pensioenfonds ABP

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  [   ]

(b)  [X]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Kingdom of the Netherlands

 

NUMBER OF SHARES

 BENEFICIALLY OWNED

BY EACH REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

0

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%*

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

 

ITEM 1(a) -

NAME OF ISSUER:

 

Pennsylvania Real Estate Investment Trust

 

ITEM 1(b) -

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

The Bellevue

200 South Broad Street

Philadelphia, PA 19102-303

 

ITEM 2(a) -

NAME OF PERSON FILING:

 

(1)  APG Asset Management US Inc.

(2)  APG Asset Management, N.V.

(3)  APG Groep, N.V.

(4)  Stichting Pensioenfonds ABP

 

ITEM 2(b) -

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

 

(1) 666 3^rd Ave., 2^nd Floor, New York, NY  10017

(2) Gustav Mahlerplein 3, 1082 MS Amsterdam

(3) Oude Lindestraat 70, Postbus 6401, Heerlen, Netherlands

(4) PO Box 4806, 6401 JL Heerlen, Netherlands

 

ITEM 2(c) -

CITIZENSHIP:

 

(1) United States of America

(2) Kingdom of the Netherlands

(3) Kingdom of the Netherlands

(4) Kingdom of the Netherlands

 

ITEM 2(d) -

TITLE OF CLASS OF SECURITIES:

 

Common Stock

 

ITEM 2(e) -

CUSIP NUMBER:

 

709102107

 

ITEM 3 -

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:  NOT APPLICABLE.

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

[  ]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g)

[  ]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

[  ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[  ]

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

[  ]

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

ITEM 4 -

OWNERSHIP:

 

The information herein is incorporated by reference to the cover page of this Schedule 13G.

 

APG Asset Management, N.V. ("APG NL") is wholly-owned by APG Groep, N.V. ("APG Groep") and is the investment manager with respect to the securities to which this statement relates.  Pursuant to an Investment Management Agreement, APG NL has delegated its investment and voting power with respect to such securities to APG Asset Management US, Inc. ("APG US"), which is its wholly-owned subsidiary.  Stichting Pensioenfonds ABP is the majority owner of APG Groep.  By virtue of the relationships described above, each of the reporting persons may be deemed to share beneficial ownership of the securities to which this statement relates and may be deemed to be a member of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended). However, each reporting person disclaims membership in any such group.

 

ITEM 5 -

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

 

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X ]¹

 

ITEM 6 -

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

 

Not applicable.

 

ITEM 7 -

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED  THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY:

 

Not applicable.

 

ITEM 8 -

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

 

Not applicable.

 

ITEM 9 -

NOTICE OF DISSOLUTION OF GROUP:

 

Not applicable.

 

ITEM 10 -

CERTIFICATION:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.