SEC Form 3 · accession 0001144204-15-064909
PREMIER EXHIBITIONS, INC. · PRXI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nancy Brenner
Other
Period of report
Oct 30, 2015
Accepted (ET)
Nov 12, 2015 · 8:18 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 2 Special Voting StockF1 | holding | — | — | — | 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,F2,F3 | — | holding | — | — | — | — | — | Common Stock, $.0001 par value | 162,726 | — | D |
Explanation of responses
- F1The filing person is a party to a stockholders agreement (as amended, the "Stockholders Agreement") dated April 2, 2015 among the filing person, Mr. Daoping Bao and the parties who received shares of common stock of Premier Exhibitions, Inc. (the "Company") on October 30, 2015 upon the automatic conversion the convertible promissory note issued by the Company on April 2, 2015 in connection with the Merger Agreement described in Footnote 2 below. 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 the Company.
- F2Pursuant 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"), Exchangeco 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.
- F3At the Closing, Ms. Brenner received 162,726 Exchangeable Shares, which she can exchange on a one-for-one basis into shares of the Company's common stock at any time, and one share of Class 2 Special Voting Stock, which provides her with voting rights in the Company equal to the number of Exchangeable Share she holds. The filing person disclaims beneficial ownership of the shares beneficially owned by the other parties to the Stockholders Agreement except to the extent of her pecuniary interest therein.
Remarks
Exhibit 24 - Joint Filing Agreement and Power of Attorney