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^*

Weiser Samuel S.

(Last)

(First)

(Middle)

3340 PEACHTREE ROAD NE, SUITE 900

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2012

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, $0.0001 par value	06/29/2012		A		99,074⁽¹⁾	A	$0	165,576	D
Common Stock, $0.0001 par value	06/29/2012		F		25,856	D	$2.7	139,720	D
Common Stock, $0.0001 par value	07/01/2012		M		8,384⁽²⁾	A	$0	148,104	D
Common Stock, $0.0001 par value	07/02/2012		F		2,721	D	$2.67	145,383	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 Appreciation Right	$2.7	06/29/2012		A		250,000		⁽³⁾	06/29/2017	Common Stock	250,000	$0	250,000	D
Restricted Stock Units	⁽²⁾	07/01/2012		M			8,384	07/01/2012	07/01/2012	Common Stock	8,384	⁽²⁾	0	D

Explanation of Responses:

1. Restricted Stock Units granted on June 29, 2012 pursuant to the 2009 Equity Incentive Plan which will be settled in Common Stock. 79,681 of the Restricted Stock Units vested June 29, 2012, and the remainder will vest in twenty-nine equal parts each month thereafter.

2. Restricted Stock Units were granted to Mr. Weiser on January 1, 2012, for his services as a director. Mr. Weiser waived his director compensation beginning July 1, 2012, and the pro-rata portion of the Units earned by that date vested and were settled in shares of common stock. The remaining Units granted January 1, 2012 were forfeited.

3. The Stock Appreciation Rights were granted pursuant to the 2009 Equity Incentive Plan and vest 48,611 on June 29, 2012, with the remainder vesting in twenty-nine equal parts each month thereafter. The Stock Appreciation Rights will be settled in cash.

	/s/ Samuel S. Weiser	07/03/2012
	** 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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