UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Diamond Resorts International, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
25272T 104
(CUSIP Number)
David F. Palmer
10600 West Charleston Boulevard
Las Vegas, NV 89135
(702) 684-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 11, 2014
(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/A, 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 § 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 person’s 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. |
(Continued on following pages)
| CUSIP No. 25272T104 | 13D/A | Page 2 of 8 |
| 1 | Names of reporting persons
Chautauqua Management, LLC | |||||
| 2 | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
Nevada | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
2,673,798 | ||||
| 8 | Shared voting power
4,967,301 (1) | |||||
| 9 | Sole dispositive power
2,673,798 | |||||
| 10 | Shared dispositive power
4,967,301 (1) | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,641,099 (1) | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
10.10% (2) | |||||
| 14 | Type of reporting person
OO | |||||
| (1) | Includes 4,535,426 shares of common stock issuable upon exercise of a fully-exercisable call option from DRP Holdco, LLC and 431,875 shares of common stock issuable upon exercise of a fully-exercisable call option from Silver Rock Financial LLC and other entities affiliated therewith; each such call option is held by 1818 Partners, LLC. Chautauqua Management, LLC is a managing member of 1818 Partners, LLC. |
| (2) | Based on 75,638,588 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A. |
| CUSIP No. 25272T104 | 13D/A | Page 3 of 8 |
| 1 | Names of reporting persons
Chautauqua IIA, LLC | |||||
| 2 | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
Nevada | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
616,647 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
616,647 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
616,647 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
0.82% (3) | |||||
| 14 | Type of reporting person
OO | |||||
| (3) | Based on 75,638,588 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A. |
| CUSIP No. 25272T104 | 13D/A | Page 4 of 8 |
| 1 | Names of reporting persons
Chautauqua IIB, LLC | |||||
| 2 | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
Nevada | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
616,647 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
616,647 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
616,647 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
0.82% (4) | |||||
| 14 | Type of reporting person
OO | |||||
| (4) | Based on 75,638,588 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A. |
| CUSIP No. 25272T104 | 13D/A | Page 5 of 8 |
| 1 | Names of reporting persons
David F. Palmer | |||||
| 2 | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
4,564,295 (5) | ||||
| 8 | Shared voting power
5,583,948 (6) | |||||
| 9 | Sole dispositive power
4,564,295 (5) | |||||
| 10 | Shared dispositive power
5,583,948 (6) | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,148,243 (5)(6) | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
13.19% (7) | |||||
| 14 | Type of reporting person
IN | |||||
| (5) | Includes (i) 1,273,850 shares of common stock issuable upon exercise of options held by Mr. Palmer which are currently vested and (ii) an aggregate of 3,290,445 shares of common stock held by Chautauqua Management, LLC, of which Mr. Palmer is the sole manager, and Chautauqua IIA, LLC, of which Mr. Palmer is the investment manager. |
| (6) | Includes 4,535,426 shares of common stock issuable upon exercise of a fully-exercisable call option from DRP Holdco, LLC and 431,875 shares of common stock issuable upon exercise of a fully-exercisable call option from Silver Rock Financial LLC and other entities affiliated therewith; each such call option is held by 1818 Partners, LLC. Mr. Palmer is the sole manager of Chautauqua Management, LLC, a managing member of 1818 Partners, LLC. Also includes 616,647 shares of common stock held by Chautauqua IIB, LLC, of which Mr. Palmer’s spouse is the investment manager. |
| (7) | Based on 75,638,588 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A. |
| CUSIP No. 25272T104 | 13D/A | Page 6 of 8 |
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Diamond Resorts International, Inc. (the “Issuer”), and amends the Schedule 13D filed by Chautauqua Management LLC, Chautauqua IIA, LLC, Chautauqua IIB, LLC and David F. Palmer (collectively, the “Reporting Persons”) with the Securities and Exchange Commission on August 5, 2013 (the “Schedule 13D”). This Amendment No. 1 is being filed by the Reporting Persons to report (i) an amendment to the Stockholders Agreement (as defined in the Schedule 13D), which, among other things, removed certain stockholders as parties to the Stockholders Agreement and (ii) the disposition by certain members of the “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) deemed to have been formed by the parties to the Stockholders Agreement of an aggregate of 1,091,229 shares of the Issuer’s common stock, par value $0.01 per share (“Common Stock”), representing more than 1% of the outstanding Common Stock. As a result of such amendment and disposition of shares of Common Stock, the members of such group, including the Reporting Persons, collectively hold less than 50% of the outstanding Common Stock. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended by adding the following:
On August 11, 2014, the Reporting Persons, the Issuer and the other individuals and entities who are (or were) parties to the Stockholders Agreement entered into the First Amendment to Stockholders’ Agreement (the “First Amendment”). The First Amendment removed each stockholder identified on Exhibit A to the First Amendment (collectively, the “Subject Company Stockholders”) from being a party to, and released each Subject Company Stockholder from further obligations under, the Stockholders Agreement. In connection with the First Amendment, the proxies and powers of attorney granted by the Subject Company Stockholders to Stephen J. Cloobeck and David F. Palmer to vote the Common Stock owned by the Subject Company Stockholders in accordance with the Stockholders Agreement were terminated. The Reporting Persons remain a party to the Stockholders Agreement, and the First Amendment does not modify any of the Reporting Persons’ obligations thereunder. Accordingly, each Reporting Person continues to be deemed a member of a “group” for purposes of the Exchange Act with the remaining parties to the Stockholders Agreement.
The First Amendment also provides that the Stockholders Agreement may be further amended to remove as a party thereto any stockholder that individually beneficially owns, directly or indirectly, less than 0.25% of the outstanding Common Stock by a writing signed by the Issuer and such stockholder, without any further action by any of the other parties thereto.
After giving effect to the First Amendment and the disposition by certain parties to the Stockholders Agreement of an aggregate of 1,091,229 shares of Common Stock, representing more than 1% of the outstanding Common Stock, since the IPO, the Stockholders Agreement covers an aggregate of 36,129,737 shares of Common Stock, representing approximately 47.8% of the outstanding Common Stock. As of August 11, 2014, the Issuer ceased to qualify as a “controlled company” under the corporate governance rules of the New York Stock Exchange.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (b) of the Schedule 13D are hereby amended and restated as follows:
(a) The Reporting Persons may be deemed to beneficially own 10,148,243 shares of Common Stock, representing approximately 13.19% of the Issuer’s outstanding Common Stock (based on 75,638,588 shares of Common Stock outstanding).
| CUSIP No. 25272T104 | 13D/A | Page 7 of 8 |
(b) Mr. Palmer has sole voting power and sole dispositive power with regard to (i) 1,273,850 shares of Common Stock underlying options held by him, (ii) 2,673,798 shares of Common Stock held by CML, of which Mr. Palmer is the sole manager, and (iii) 616,647 shares of Common Stock held by CIIA, of which he is the investment manager. Mr. Palmer has shared voting power and shared dispositive power with regard to 4,967,301 shares of Common Stock underlying the Call Options held by 1818 Partners, of which CML is a managing member, and Mr. Palmer may be deemed to have shared voting power and shared dispositive power with regard to 616,647 shares of Common Stock held by CIIB, of which Mr. Palmer’s spouse is the investment manager. CML has sole voting power and sole dispositive power with regard to 2,673,798 shares of Common Stock held by it and has shared voting power and shared dispositive power with regard to the 4,967,301 shares of Common Stock underlying the Call Options held by 1818 Partners, of which it is a managing member. CIIA has sole voting power and sole dispositive power with regard to 616,647 shares of Common Stock held by it. CIIB has sole voting power and sole dispositive power with regard to 616,647 shares of Common Stock held by it.
The share ownership reported for the Reporting Persons does not include any shares of Common Stock owned by the other parties to the Stockholders Agreement, as amended by the First Amendment, except to the extent disclosed in this Schedule 13D. Each of the Reporting Persons is deemed to be a member of a “group” for purposes of the Exchange Act with the other parties to the Stockholders Agreement, as amended by the First Amendment. Each of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement, as amended by the First Amendment, except to the extent disclosed in this Schedule 13D.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended by adding the following:
The response set forth in Item 4 of this Amendment is hereby incorporated by reference.
| Item 7. | Material to Be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:
| 16. | First Amendment to Stockholders’ Agreement, dated as of August 11, 2014, among Diamond Resorts International, Inc. and the individuals and other entities party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on August 13, 2014) |
| CUSIP No. 25272T104 | 13D/A | Page 8 of 8 |
SIGNATURE
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: August 18, 2014
| CHAUTAUQUA MANAGEMENT, LLC |
/s/ Jared T. Finkelstein, as attorney-in-fact for Chautauqua Management, LLC |
| Jared T. Finkelstein, attorney-in-fact for Chautauqua Management, LLC |
| CHAUTAUQUA IIA, LLC |
/s/ Jared T. Finkelstein, as attorney-in-fact for Chautauqua IIA, LLC |
| Jared T. Finkelstein, attorney-in-fact for Chautauqua IIA, LLC |
| CHAUTAUQUA IIB, LLC |
/s/ Jared T. Finkelstein, as attorney-in-fact for Chautauqua IIB, LLC |
| Jared T. Finkelstein, attorney-in-fact for Chautauqua IIB, LLC |
| DAVID F. PALMER |
/s/ Jared T. Finkelstein, as attorney-in-fact for David F. Palmer |
| Jared T. Finkelstein, attorney-in-fact for David F. Palmer |