SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PREMIER EXHIBITIONS, INC. [ PRXI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/18/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Stock | 12/18/2015 | J(1) | 1,543,018(2) | D | $0.78(1) | 0 | D(3) | |||
| Common Stock | 85,298(4) | D(4) | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Distribution of shares by Sellers Capital Master Fund, Ltd. ("SCMF") to persons redeeming interests in SCMF's feeder funds (the "Distribution"). On November 5, 2015, Reporting Person Mark A. Sellers resigned from the Board of Directors of the Issuer, effective as of that date. |
| 2. The number of shares of Common Stock reported as beneficially owned on the Reporting Persons' most recent Form 4 was 15,430,179; however, on February 27, 2015, the Issuer effected a 1 for 10 reverse split of the Common Stock, resulting in the Reporting Persons beneficially owning 1,543,018 shares of Common Stock. |
| 3. Sellers Capital Master Fund, Ltd. is a Privately Offered Collective Investment vehicle that may be deemed the direct beneficial owner of the securities referred to herein. Sellers Capital LLC, is the investment manager of Sellers Capital Master Fund, Ltd. and Mark A. Sellers is the managing member of Sellers Capital LLC. Therefore, Mr. Sellers and Sellers Capital LLC may be considered indirect beneficial owners of the securities referred to herein. Sellers Capital Master Fund Ltd., Sellers Capital LLC and Mr. Sellers each disclaim beneficial ownership of the securities referred to herein except to the extent of their pecuniary interest therein. (See also Note 4.) |
| 4. As a result of the Distribution (Note 1, above), Reporting Person Mark A Sellers received 85,298 shares of Common Stock. As a result, his indirect beneficial ownership of these shares converted to sole direct beneficial ownership. |
| Remarks: |
| Former 10% Owner; Former Director (see "Explanation Of Responses" Note 1). |
| SELLERS CAPITAL MASTER FUND, LTD., By: /s/ Mark A. Sellers, Name: Mark A. Sellers, Title: Managing Member, Sellers Capital LLC, Investment Manager | 12/21/2015 | |
| SELLERS CAPITAL LLC, By: /s/ Mark A. Sellers, Name: Mark A. Sellers, Title: Managing Member | 12/21/2015 | |
| /s/ Mark A. Sellers | 12/21/2015 | |
| ** 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 Number. | ||