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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1 )

Premier Exhibitions, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74051E102

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]	Rule 13d-1(b)
[]	Rule 13d-1(c)
[]	Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 74051E102
Person 1
	1.	(a) Names of Reporting Persons. Tricadia Capital Management, LLC
		(b) Tax ID 20-2605420
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  []
		(b)  []
	3.	SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
	4.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5. Sole Voting Power  0
			6.  Shared Voting Power 1,483,451
			7. Sole Dispositive Power 0
			8. Shared Dispositive Power 1,483,451
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,483,451
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	11.	Percent of Class Represented by Amount in Row (9)  3.18%
	12.	Type of Reporting Person (See Instructions)
IA

Item 1.
	(a)	Name of Issuer Premier Exhibitions, Inc.
	(b)	Address of Issuer's Principal Executive Offices
		3340 Peachtree Road NE, Suite 2250, Atlanta, GA 30326
Item 2.
	(a)	Name of Person Filing Tricadia Capital Management, LLC
	(b)	Address of Principal Business Office or, if none, Residence 780 Third Avenue, 29th Floor, New York, NY 10017
	(c)	Citizenship Delaware
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 74051E102

Item 3.	If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c)
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	[X ]	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);.
(k)	[ ]	Group, in accordance with 240.13d-1(b)(1)(ii)(K).If filing as a non-U.S. institution in accordance with 240.13d-1(b)(ii)(J), please specify the type of institution:

Item 4.		Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:  1,483,451
	(b)	Percent of class:  3.18%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote  1,483,451
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 1,483,451
Person 2
	1.	(a) Names of Reporting Persons. Tricadia Holdings, L.P.
		(b) Tax ID 20-2605373
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  []
		(b)  []
	3.	SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
	4.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5. Sole Voting Power  0
			6.  Shared Voting Power 1,483,451
			7. Sole Dispositive Power 0
			8. Shared Dispositive Power 1,483,451
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,483,451
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	11.	Percent of Class Represented by Amount in Row (9)  3.18%
	12.	Type of Reporting Person (See Instructions)
HC, PN

Item 1.
	(a)	Name of Issuer Premier Exhibitions, Inc.
	(b)	Address of Issuer's Principal Executive Offices
		3340 Peachtree Road NE, Suite 2250, Atlanta, GA 30326
Item 2.
	(a)	Name of Person Filing Tricadia Holdings, L.P.
	(b)	Address of Principal Business Office or, if none, Residence 780 Third Avenue, 29th Floor, New York, NY 10017
	(c)	Citizenship Delaware
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 74051E102

Item 3.	If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c)
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	[ ]	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)	[X ]	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);.
(k)	[ ]	Group, in accordance with 240.13d-1(b)(1)(ii)(K).If filing as a non-U.S. institution in accordance with 240.13d-1(b)(ii)(J), please specify the type of institution:

Item 4.		Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:  1,483,451
	(b)	Percent of class:  3.18%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote  1,483,451
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 1,483,451
Person 3
	1.	(a) Names of Reporting Persons. Tricadia Holdings GP, LLC
		(b) Tax ID 80-0168559
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  []
		(b)  []
	3.	SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
	4.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5. Sole Voting Power  0
			6.  Shared Voting Power 1,483,451
			7. Sole Dispositive Power 0
			8. Shared Dispositive Power 1,483,451
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,483,451
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	11.	Percent of Class Represented by Amount in Row (9)  3.18%
	12.	Type of Reporting Person (See Instructions)
HC

Item 1.
	(a)	Name of Issuer Premier Exhibitions, Inc.
	(b)	Address of Issuer's Principal Executive Offices
		3340 Peachtree Road NE, Suite 2250, Atlanta, GA 30326
Item 2.
	(a)	Name of Person Filing Tricadia Holdings GP, LLC
	(b)	Address of Principal Business Office or, if none, Residence 780 Third Avenue, 29th Floor, New York, NY 10017
	(c)	Citizenship Delaware
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 74051E102

Item 3.	If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c)
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	[ ]	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)	[X ]	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);.
(k)	[ ]	Group, in accordance with 240.13d-1(b)(1)(ii)(K).If filing as a non-U.S. institution in accordance with 240.13d-1(b)(ii)(J), please specify the type of institution:

Item 4.		Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:  1,483,451
	(b)	Percent of class:  3.18%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote  1,483,451
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 1,483,451
Person 4
	1.	(a) Names of Reporting Persons. Arif Inayatullah
		(b) Tax ID
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  []
		(b)  []
	3.	SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
	4.	Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With
			5. Sole Voting Power  0
			6.  Shared Voting Power 1,483,451
			7. Sole Dispositive Power 0
			8. Shared Dispositive Power 1,483,451
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,483,451
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	11.	Percent of Class Represented by Amount in Row (9)  3.18%
	12.	Type of Reporting Person (See Instructions)
HC, IN

Item 1.
	(a)	Name of Issuer Premier Exhibitions, Inc.
	(b)	Address of Issuer's Principal Executive Offices
		3340 Peachtree Road NE, Suite 2250, Atlanta, GA 30326
Item 2.
	(a)	Name of Person Filing Arif Inayatullah
	(b)	Address of Principal Business Office or, if none, Residence 780 Third Avenue, 29th Floor, New York, NY 10017
	(c)	Citizenship United States
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 74051E102

Item 3.	If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c)
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	[ ]	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)	[X ]	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);.
(k)	[ ]	Group, in accordance with 240.13d-1(b)(1)(ii)(K).If filing as a non-U.S. institution in accordance with 240.13d-1(b)(ii)(J), please specify the type of institution:

Item 4.		Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:  1,483,451
	(b)	Percent of class:  3.18%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote  1,483,451
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 1,483,451
Person 5
	1.	(a) Names of Reporting Persons. Michael Barnes
		(b) Tax ID
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  []
		(b)  []
	3.	SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
	4.	Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With
			5. Sole Voting Power  0
			6.  Shared Voting Power 1,483,451
			7. Sole Dispositive Power 0
			8. Shared Dispositive Power 1,483,451
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,483,451
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	11.	Percent of Class Represented by Amount in Row (9)  3.18%
	12.	Type of Reporting Person (See Instructions)
HC, IN

Item 1.
	(a)	Name of Issuer Premier Exhibitions, Inc.
	(b)	Address of Issuer's Principal Executive Offices
		3340 Peachtree Road NE, Suite 2250, Atlanta, GA 30326
Item 2.
	(a)	Name of Person Filing Michael Barnes
	(b)	Address of Principal Business Office or, if none, Residence 780 Third Avenue, 29th Floor, New York, NY 10017
	(c)	Citizenship United States
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 74051E102

Item 3.	If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c)
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	[ ]	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)	[X ]	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);.
(k)	[ ]	Group, in accordance with 240.13d-1(b)(1)(ii)(K).If filing as a non-U.S. institution in accordance with 240.13d-1(b)(ii)(J), please specify the type of institution:

Item 4.		Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:  1,483,451
	(b)	Percent of class:  3.18%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote  1,483,451
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 1,483,451
Item 5.		Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.[X ].
Item 6.		Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
See Exhibit A
Item 8.		Identification and Classification of Members of the Group
N/A
Item 9.		Notice of Dissolution of Group
N/A
Item 10.		Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 11, 2010

Date

/s/ James E. McKee

Signature

General Counsel and CCO
Tricadia Capital Management, LLC

Name/Title

Exhibit A

PARENT HOLDING COMPANIES AND CONTROL PERSONS

Michael Barnes

Arif Inayatullah

Tricadia Holdings GP, LLC

Tricadia Holdings, LP

SUBSIDIARY - INVESTMENT ADVISER IN ACCORDANCE WITH RULE 13d-1(b)(1)(ii)(E)

Tricadia Capital Management, LLC

Exhibit B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned persons agree and consent to the joint filing on their behalf of this Amendment No.1 to Schedule 13G with respect to beneficial ownership of the Common Stock of Premier Exhibitions, Inc.

Tricadia Capital Management, LLC

/s/ James E. McKee
By: James E. McKee
Title: General Counsel and CCO

Tricadia Holdings, LP

/s/ Arif Inayatullah
By: Arif Inayatullah
Title: Principal

Tricadia Holdings GP, LLC

/s/ Arif Inayatullah
By: Arif Inayatullah
Title: Managing Member


/s/ Arif Inayatullah
Arif Inayatullah


/s/ Michael Barnes
Michael Barnes


Dated: February 11, 2010

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

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