SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BRENNER NANCY

(Last)

(First)

(Middle)

1828 LILAC DRIVE

#18

(Street)

SURREY

V4A 5C9

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2015

3. Issuer Name and Ticker or Trading Symbol
PREMIER EXHIBITIONS, INC. [ PRXI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		MEMBER OF 10% OWNER GROUP

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class 2 Special Voting Stock⁽¹⁾	1	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Exchangeable Shares⁽¹⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock, $.0001 par value	162,726	⁽²⁾⁽³⁾	D

Explanation of Responses:

1. The 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.

2. 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"), 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.

3. At 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

	/s/ Danielle Moore Burton , Attorney-in-Fact	11/12/2015
	** 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 5 (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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