SEC FORM 4

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^*

GELLER ARNIE

(Last)

(First)

(Middle)

C/O PREMIER EXHIBITIONS, INC.

3340 PEACHTREE ROAD, NE, SUITE 2250

(Street)

ATLANTA

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.0001 par value	06/27/2008		M		83,167	A	$2.15	83,167⁽¹⁾	I	By wife, Judith Geller
Common Stock, $.0001 par value								2,179,800⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.4							01/26/2001	01/26/2011	Common Stock, $.0001 par value	75,000		75,000	D
Stock Option (Right to Buy)	$0.4							02/01/2002	02/01/2012	Common Stock, $.0001 par value	500,000		500,000	D
Stock Option (Right to Buy)	$0.32							12/12/2003	12/12/2013	Common Stock, $.0001 par value	75,000		75,000	D
Stock Option (Right to Buy)	$2.15	06/27/2008		M			83,167	⁽³⁾	09/13/2015	Common Stock, $.0001 par value	83,167⁽³⁾	$0	0⁽³⁾	I	By wife, Judith Geller
Stock Option (Right to Buy)	$4.31							⁽⁴⁾	04/11/2016	Common Stock, $.0001 par value	400,000⁽⁴⁾		400,000⁽⁴⁾	D
Stock Option (Right to Buy)	$3.65							⁽⁵⁾	01/27/2016	Common Stock, $.0001 par value	75,000⁽⁵⁾		75,000⁽⁵⁾	D

Explanation of Responses:

1. Excludes 1,267,300 shares held as tenancy by the entireties by Judith and Arnie Geller.

2. Includes 1,267,300 shares held as tenancy by the entireties by Judith and Arnie Geller.

3. This option was granted to Mr. Geller's wife, Judith Geller, and was previously reported by Mr. Geller. The option was exercisable by Mrs. Geller pro rata with respect to one third of the shares subject to the option on the first, second and third anniversaries of the 9/13/05 grant date. Pursuant to an agreement dated 6/27/08 between Mrs. Geller and the Company, the vesting of 16,500 shares subject to the option was accelerated and 16,833 shares subject to the option were forfeited.

4. This option was previously reported by Mr. Geller. The option vests in equal monthly installments over the two-year period from 2/4/09 to 2/4/11.

5. This option was previously reported by Mr. Geller. The option vests in thrity-six equal monthly installments from the 1/27/06 grant date.

Remarks:

	/s/ Arnie Geller	06/30/2008
	** 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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