SEC Form 3 · accession 0001144204-15-064906

PREMIER EXHIBITIONS, INC. · PRXI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The filing person is a party to a stockholders agreement dated April 2, 2015 among the filing person, each of the other Former Convertible Note Holders (as defined in Footnote 2 below), Mr. Daoping Bao and Ms. Nancy Brenner (as amended, the "Stockholders Agreement"). Under the Stockholders Agreement, one of the other parties to the agreement has the power to vote (and a right of first refusal with respect to) the filing person's and the other parties' equity securities of Premier Exhibitions, Inc. (the "Company"). In connection with the Merger Agreement entered into as of April 2, 2015, the Company also issued a convertible promissory note (the "Convertible Note") to Mr. Daoping Bao, as agent for the filing person and certain other lenders party to the Stockholders Agreement (collectively, the "Former Convertible Note Holders").
• F2On October 30, 2015, the Convertible Note automatically converted into an aggregate total of 3,013,393 shares of the Company's common stock, of which only the shares issued to the filing person are listed in Table I above. On October 30, 2015, the number of shares beneficially owned, directly or indirectly, by the filing person and the other parties to the Stockholders Agreement, pursuant to the definition of beneficial ownership set forth in Securities Exchange Act Rules 13d-3 and 16a-1(a)(1), exceeded 10 percent of the total shares outstanding of the class. The filing person disclaims beneficial ownership of the shares beneficially owned by the other parties to the Stockholders Agreement except to the extent of his, her or its pecuniary interest therein.

Remarks

Exhibit 24-Joint Filing Agreement and Power of Attorney