Form 4 Sellers Mark A For: Aug 06 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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

CAYMAN ISL

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2009

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

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Note

$ 0.75

08/06/2009⁽²⁾

6,000,000

08/13/2009

05/06/2012

Common Stock

8,000,000 ⁽³⁾

$ 6,000,000

6,000,000

D ⁽¹⁾

Convertible Note

$ 0.75

08/06/2009⁽²⁾

5,550,000

08/13/2009

05/06/2012

Common Stock

7,400,000 ⁽³⁾

$ 5,550,000

11,550,000

D ⁽¹⁾

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

CAYMAN ISL

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sellers Capital LLC

(Last)

(First)

(Middle)

311 S. WACKER DR., STE. 925

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sellers Mark A

(Last)

(First)

(Middle)

311 S. WACKER DR., STE. 925

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. The Reporting Persons originally purchased the convertible notes on May 6, 2009, and June 15, 2009, respectively; however, the ability of the holder of such notes to convert them into common stock of the Issuer was contingent upon shareholder approval of the issuance of the shares of common stock issuable upon conversion of the notes and an amendment to the Issuer's certificate of incorporation increasing the number of authorized shares of common stock to an amount not less than necessary to enable the full issuance of the number of the shares of common stock that may be issuable upon conversion of the Note. On August 6, 2009, at the Issuer's 2009 Annual Meeting of Shareholders, the Issuer's shareholders approved the issuance of common stock upon conversion of the notes and the related amendment to the Issuer's certificate of incorporation.

3. The convertible notes pay interest in cash at a rate of 6 percent per annum; however, in the event that there is any accrued and unpaid interest with respect to a convertible note at the time of conversion of such note, additional shares will be issued to the holder of the convertible note in an amount equal to the accrued an unpaid interest on the convertible note at such time divided by the conversion price (with adjustments to avoid the issuance of fractional shares).

	/s/ Samuel S. Weiser on behalf of SELLERS CAPITAL MASTER FUND, LTD.	08/10/2009
	/s/ Samuel S. Weiser on behalf of SELLERS CAPITAL LLC	08/10/2009
	/s/ Mark A. Sellers	08/10/2009
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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