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*
Bao Daoping

(Last) (First) (Middle)
C/O PREMIER EXHIBITIONS, INC.
3340 PEACHTREE ROAD NE, SUITE 900

(Street)
ATLANTA GA 30326

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Exec. Chairman, Pres. and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Class 1 Special Voting Stock 11/01/2015 J(1) 1(1) A (1) 1(1) D
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
Exchangeable Shares (1) 11/01/2015 J(1) 1,271,994(1) (1) (1) Common Stock, $.0001 par value 1,271,994(1) $0 1,271,994(1) D
Explanation of Responses:
1. Pursuant 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.
Remarks:
/s/ Daoping Bao 11/06/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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