13D Filing: Alta Fundamental Advisers and Premier Exhibitions Inc. (PRXI)

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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.