| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Diamond Resorts International, Inc. [ DRII ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 09/02/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/02/2016 | U | 3,699,560 | D | $30.25 | 0 | I | See Footnote(1) | ||
| Common Stock | 09/02/2016 | U | 616,647 | D | $30.25 | 0 | I | See Footnote(2) | ||
| Common Stock | 09/02/2016 | U | 616,647 | D | $30.25 | 0 | I | See Footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $14 | 09/02/2016 | D | 400,000 | (4) | 07/18/2023 | Common Stock | 400,000 | $16.25 | 0 | D | ||||
| Stock Option (right to buy) | $14 | 09/02/2016 | D | 1,073,850 | (4) | 07/18/2023 | Common Stock | 1,073,850 | $16.25 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Directly by Chautauqua Management, LLC ("CML") and indirectly by David F. Palmer as the sole manager of CML. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
| 2. Directly by Chautauqua IIA, LLC ("CIIA") and indirectly by Mr. Palmer as investment manager of CIIA. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
| 3. Directly by Chautauqua IIB, LLC ("CIIB") and indirectly by Mr. Palmer's spouse, as investment manager of CIIB. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
| 4. This option was canceled as of the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of June 29, 2016, by and among Dakota Parent, Inc., Dakota Merger Sub, Inc., and Diamond Resorts International, Inc. (the "Company") (the "Effective Time"), and converted into the right to receive a lump-sum cash payment promptly after the Effective Time equal to the product of (i) the number of shares underlying such option and (ii) the excess, if any, of the $30.25 merger consideration payable in the merger for each share of the Company's common stock over the exercise price per share of such option, without interest and less any applicable withholding tax. |
| Remarks: |
| /s/ Jared T. Finkelstein, attorney-in-fact for David F. Palmer | 09/02/2016 | |
| /s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua Management, LLC | 09/02/2016 | |
| /s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIA, LLC | 09/02/2016 | |
| /s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIB, LLC | 09/02/2016 | |
| ** 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 4 (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. | ||
