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^*

MANDRA FORESTRY Ltd

(Last)

(First)

(Middle)

C/O PORTCULLIS TRUSTNET (BVI) LTD.

P.O. BOX 3444 ROAD TOWN

(Street)

TORTOLA

00000

(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)
Common Stock, $.0001 par value⁽¹⁾	781,250⁽²⁾⁽³⁾	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)

Explanation of Responses:

1. The filing person is a party to a stockholders agreement dated April 2, 2015 among the filing person, each of the other Former Convertible Note Holders (as defined in Footnote 2 below), Mr. Daoping Bao and Ms. Nancy Brenner (as amended, the "Stockholders Agreement"). 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 Premier Exhibitions, Inc. (the "Company").

2. In connection with the Merger Agreement entered into as of April 2, 2015, the Company also issued a convertible promissory note (the "Convertible Note") to Mr. Daoping Bao, as agent for the filing person and certain other lenders party to the Stockholders Agreement (collectively, the "Former Convertible Note Holders"). On October 30, 2015, the Convertible Note automatically converted into an aggregate total of 3,013,393 shares of the Company's common stock, of which only the shares issued to the filing person are listed in Table I above.

3. On October 30, 2015, the number of shares beneficially owned, directly or indirectly, by the filing person and the other parties to the Stockholders Agreement, pursuant to the definition of beneficial ownership set forth in Securities Exchange Act Rules 13d-3 and 16a-1(a)(1), exceeded 10 percent of the total shares outstanding of the class. The filing person disclaims beneficial ownership of the shares beneficially owned by the other parties to the Stockholders Agreement except to the extent of his, her or its pecuniary interest therein.

Remarks:

Exhibit 24 - Joint Filing Agreement and Power of Attorney

	/s/ Danielle Moore Burton, Attorney-in-Fact on behalf of Mandra Forestry Limited	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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