Premier Exhibitions Inc. (NASDAQ:PRXI): Jeremy Carton And Gilbert Li’s Alta Fundamental Advisers filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Alta Fundamental Advisers | 1,057,624 | 0 | 1,057,624 | 0 | 1,057,624 | 11.3% |
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Page 1 of 6 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment )*
Premier
Exhibitions, Inc.
(Name of Issuer)
Common stock $.0001 par value
(Title of Class of Securities)
74051E201
(CUSIP Number)
777 Third Avenue Suite 19A New York, NY 10017
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 20, 2018
(Date of
Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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, as amended (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).
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Page 2 of 6 – SEC Filing
| CUSIP No. 74051E201 |
| 1. | Names of Alta Fundamental Advisers LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) OO | |||||
| 5. | Check if Disclosure of Legal | |||||
| 6. | Citizenship or Place of New | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,057,624 | ||||
| 8. | Shared Voting Power 0 | |||||
| 9. | Sole Dispositive Power 1,057,624 | |||||
| 10. | Shared Dispositive Power 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,057,624 | |||||
| 12. | Check if the Aggregate Amount in Row | |||||
| 13. | Percent of Class Represented by Amount 11.3% | |||||
| 14. | Type of Reporting Person (See IA | |||||
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Page 3 of 6 – SEC Filing
| Item 1. | Security and Issuer |
This Schedule 13D relates to the shares of common stock, par value
$0.0001 per share (Common Stock), of Premier Exhibitions, Inc., a Florida corporation (the Company), which has its principal executive offices at 3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Alta Fundamental Advisers LLC (Alta Advisers or the Reporting Person). |
| (b) | The address of the principal business office of each of the Reporting Persons is 777 Third Avenue, 19th Floor, New York, NY 10017. |
| (c) | The principal business of the Reporting Person is acting as an investment adviser to private funds and managed accounts. |
| (d) | During the last five years, neither the Reporting Person, nor to the Reporting Persons knowledge, any of the persons listed in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither the Reporting Person, nor to the Reporting Persons knowledge, any of the persons listed in Schedule A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a New York limited liability company. |
Schedule A attached hereto sets
forth the information regarding the directors and officers of the Reporting Person.
| Item 3. | Source and Amount of Funds or Other Consideration |
The funds used in purchasing shares
of Common Stock on behalf of clients of Alta Advisers come from private funds and various client accounts advised by Alta Advisers.
| Item 4. | Purpose of Transaction |
The funds and clients advised by Alta Advisers acquired the
shares of Common Stock set forth in Item 5 and hold the shares of Common Stock for investment purposes. Subject to a number of factors, including market conditions and their general investment and trading policies, the Reporting Person may, in the
ordinary course of their business, acquire beneficial ownership of additional shares of Common Stock or dispose of the shares of Common Stock that they beneficially own. These acquisitions and dispositions may occur in open market transactions,
privately negotiated transactions or through other methods.
Alta Advisers is currently in discussions with the Company, which is currently
operating under the U.S. Bankruptcy Code, Chapter 11, to participate in various financings, which may include but are not limited to, debt or equity financing, to aid in the Companys exit of Chapter 11.
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 9,373,116 outstanding shares of Common Stock. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| (c) | The Reporting Person has not effected any transactions with respect to the Common Stock during the past sixty days. |
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Page 4 of 6 – SEC Filing
| (d) | The funds and clients advised by Alta Advisers have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock. One client, Blackwell Partners LLCSeries A, has interests with respect to more than five percent of the shares of Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
None
| Item 7. | Material to be Filed as Exhibits |
None
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Page 5 of 6 – SEC Filing
SIGNATURES
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.
Dated: March 20, 2018
ALTA
FUNDMENTAL ADVISERS LLC
| By: | /s/ Gilbert Li | |
| Name: | Gilbert Li | |
| Title: | Manager |
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Page 6 of 6 – SEC Filing
Schedule A
The following sets forth the name, address, principal occupation, citizenship and beneficial ownership of the Common Stock (to the extent not
pursuant to Item 5(a)) of each director of Alta Advisers.
Alta Advisers
| Name and Citizenship | Position | Principal Business Address | Beneficial Ownership of | |||
| Gilbert Li | Managing Member | 777 Third Avenue Suite 19A New York, NY 10017 | None | |||
| Jeremy Carton | Managing Member | 777 Third Avenue Suite 19A New York, NY 10017 | None | |||
