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[
]
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Rule
13d-1(b)
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[
]
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Rule
13d-1(c)
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[X]
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Rule
13d-1(d)
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CUSIP
No. 708677
109
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Commerce
Bancorp, Inc. (22-2433468)
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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N/A
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power 666,800
(1)
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6.
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Shared
Voting Power 0
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7.
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Sole
Dispositive Power 666,800
(1)
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8.
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Shared
Dispositive Power
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(1)
Does not include 287,332 shares (adjusted for stock splits and dividends)
of the Issuer’s Common Stock, which Commerce Bancorp, Inc is entitled to
purchase in the event of a “change in control” (as defined in the warrant
agreement) of the issuer. Such warrants are fully transferable and
expire
on October 7, 2008.
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 666,800
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) N/A
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11.
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Percent
of Class Represented by Amount in Row (9) 10.84%
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12.
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Type
of Reporting Person (See Instructions)
CO
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Item
1.
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(a)
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Name
of Issuer - Pennsylvania Commerce Bancorp, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices - 3801 Paxton Street, Harrisburg,
PA 17111
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Item
2.
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(a)
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Name
of Person Filing - Commerce Bancorp, Inc.
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(b)
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Address
of Principal Business Office or, if none, Residence - 1701 Route
70 East,
Cherry Hill, NJ 08034-5000
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(c)
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Citizenship
- United States
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(d)
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Title
of Class of Securities - Common Stock $1.00 par value
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(e)
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CUSIP
Number - 708677
109
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Item
3.
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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: - N/A
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Item
4.
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Ownership.
- See
Numbers 5, 6, 7, 8, 9 and 11 above
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Item
5.
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Ownership
of Five Percent or Less of a Class - N/A
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person. - N/A
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Item
7.
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Identification
and Classification of the Subsidiary, Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person. -
N/A
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Item
8.
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Identification
and Classification of Members of the Group - N/A
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Item
9.
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Notice
of Dissolution of Group - N/A
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Item
10.
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Certification
- N/A
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2/21/07
Date
/s/
Douglas J. Pauls
Signature
Executive
Vice President and Chief Financial Officer
Name/Title
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