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*
Sellers Capital Master Fund, Ltd.

(Last) (First) (Middle)
C/O M&C CORPORATE SERVICES, UGLAND HOUSE
SOUTH CHURCH STREET, PO BOX 309 GT

(Street)
GEORGE TOWN GRAND CAYMAN E9

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PREMIER EXHIBITIONS, INC. [ PRXI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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*
Sellers Capital Master Fund, Ltd.

(Last) (First) (Middle)
C/O M&C CORPORATE SERVICES, UGLAND HOUSE
SOUTH CHURCH STREET, PO BOX 309 GT

(Street)
GEORGE TOWN GRAND CAYMAN E9

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Sellers Capital LLC

(Last) (First) (Middle)
707 SKOKIE BOULEVARD

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Sellers Mark A

(Last) (First) (Middle)
707 SKOKIE BOULEVARD

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
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).
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