SEC Form 4 · accession 0000899243-15-010230
PREMIER EXHIBITIONS, INC. · PRXI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 18, 2015
Accepted (ET)
Dec 21, 2015 · 7:11 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1,F3 | Dec 18, 2015 | J | 1,543,018 | $0.78 | D | 0 | D | |
| Common StockF4 | holding | — | — | — | 85,298 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Distribution 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.
- F2The 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.
- F3Sellers 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.)
- F4As 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).