Hamamoto David T Form 3 DiamondPeak / DAVID T HAMAMOTO ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

HAMAMOTO DAVID T

(Last) (First) (Middle)

40 W 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2019

3. Issuer Name and Ticker or Trading Symbol
DiamondPeak Holdings Corp. [ DPHCU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and Chairman

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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)(2)(3)	(1)(2)(3)	Class A Common Stock	6,375,000(1)(2)(3)	(3)	I	See Footnote(1)(2)

Explanation of Responses:

1. These shares represent the Class B common stock of the issuer held by DiamondPeak Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement. Mr. Hamamoto, the Chief Executive Officer and Chairman of the issuer, is the sole managing member of Diamond Head Partners LLC, the sole managing member of DHP SPAC Sponsor LLC.

2. DHP SPAC Sponsor LLC is a managing member of the Sponsor and shares the voting and dispositive power of the securities held by the Sponsor. Accordingly, each of Mr. Hamamoto, DHP SPAC Sponsor LLC and Diamond Head Partners LLC may be deemed to share beneficial ownership of such shares. Each of Mr. Hamamoto, DHP SPAC Sponsor LLC and Diamond Head Partners LLC disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

3. As described in the issuer's registration statement on Form S-1 (File No. 333-229286) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

	/s/ David T. Hamamoto	02/27/2019
	** 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.
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.