SEC Form 4 · accession 0000891839-15-000128
PREMIER EXHIBITIONS, INC. · PRXI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daoping Bao
Officer — Exec. Chairman, Pres. and CEO · Director · 10% Owner
Period of report
Nov 1, 2015
Accepted (ET)
Nov 6, 2015 · 4:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000796764
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class 1 Special Voting StockF1 | Nov 1, 2015 | J | 1 | — | A | 1 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable SharesF1 | — | Nov 1, 2015 | J | 1,271,994 | A | — | — | Common Stock, $.0001 par value | 1,271,994 | 1,271,994 | D |
Explanation of responses
- F1Pursuant to the Merger Agreement entered into as of April 2, 2015 by and among the Company, Dinoking Tech Inc. ("Dinoking"), 1032403 B.C. Ltd., a wholly owned subsidiary of the Company ("Exchangeco"), and Mr. Daoping Bao and Ms. Nancy Brenner, on November 1, 2015 (the "Closing"), the Company acquired all of the outstanding shares of Dinoking for total consideration of 1,434,720 shares of Exchangeco ("Exchangeable Shares"). The Exchangeable Shares are exchangeable for an aggregate of 1,434,720 shares of common stock of the Company pursuant to the terms of such shares and that certain Support Agreement entered into between the Company and Exchangeco at the Closing. At the Closing, Mr. Bao received 1,271,994 Exchangeable Shares, which he can exchange on a one-for-one basis into shares of the Company's common stock at any time, and one share of Class 1 Special Voting Stock, which provides him voting rights in the Company equal to the number of Exchangeable Share he holds.