Kraff Lowell D Form 4 Diamond Resorts International / Lowell D Kraff ownership change

SEC Form 4

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

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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^*

Kraff Lowell D

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Diamond Resorts International, Inc. [ DRII ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of a 10% Group

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	07/14/2016		S		28,129	D	$30.1892(1)	0	I	See Footnote(1)
Common Stock	07/18/2016		X		1,511,808	A	$12.56	1,511,808	I	See Footnote(2)
Common Stock	07/18/2016		X		143,958	A	$12.56	1,655,766	I	See Footnote(2)
Common Stock	07/15/2016		S		35,616	D	$30.155(3)	67,149	I	See Footnote(4)
Common Stock								1,168,277	I	See Footnote(5)
Common Stock								287,686	I	See Footnote(6)

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
Call Option (right to buy)(7)	$12.56	07/18/2016		X			1,511,808	(7)	07/21/2016	Common Stock	1,511,808	$0.00	0	I	See Footnote(2)
Call Option (right to buy)(8)	$12.56	07/18/2016		X			143,958	(8)	07/21/2016	Common Stock	143,958	$0.00	0	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Kraff Lowell D

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Best Amigos Partners, LLC

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Diamond Oursurance, LLC

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LDK Holdco, LLC

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Praesumo Partners, LLC

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold by Praesumo Partners, LLC ("Praesumo") in multiple transactions on July 14, 2016 at prices ranging from $30.18 to $30.205, inclusive. The reporting person undertakes to provide to Diamond Resorts International, Inc., any security holder of Diamond Resorts International, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. Directly by Praesumo Partners, LLC and indirectly by Lowell D. Kraff as the managing member of Praesumo. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. The shares were sold by LDK Holdco, LLC ("LDK") in multiple transactions on July 15, 2016 at prices ranging from $30.15 to $30.17, inclusive. The reporting person undertakes to provide to Diamond Resorts International, Inc., any security holder of Diamond Resorts International, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Directly by LDK and indirectly by Mr. Kraff, as sole member of LDK. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

5. Directly by Best Amigos Partners, LLC ("BAP") and indirectly by Mr. Kraff as sole manager of BAP. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

6. Directly by Diamond Oursurance, LLC ("Oursurance") and indirectly by Mr. Kraff as sole manager of Oursurance. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

7. Reflects a fully-exercisable call option, dated as of July 11, 2016 (the "DRPH Call Option"), to purchase 1,511,808 shares of Common Stock from DRP Holdco LLC ("DRPH"), which option was received pursuant to a pro-rata distribution from 1818 Partners, LLC to its members, including Praesumo. In prior reports, each of Mr. Kraff and Praesumo reported indirect beneficial ownership of a fully-exercisable call option effective as of July 21, 2011, to purchase 4,535,426 shares of Common Stock at an exercise price of $12.56 per share and, in each case, Mr. Kraff and Praesumo disclaimed beneficial ownership of the reported securities to the extent of his or its pecuniary interest therein. The distribution did not effect any change in the pecuniary interest of Mr. Kraff or Praesumo in the DRPH Call Option.

8. Reflects a fully-exercisable call option, dated as of July 11, 2016, to purchase 143,958 shares of Common Stock from third parties, which option was received pursuant to a pro-rata distribution from 1818 Partners, LLC to its members, including Praesumo. In prior reports, each of Mr. Kraff and Praesumo reported indirect beneficial ownership of a fully-exercisable call option effective as of July 21, 2011 (the "Third Party Call Option"), to purchase 431,875 shares of Common Stock at an exercise price of $12.56 per share and, in each case, Mr. Kraff and Praesumo disclaimed beneficial ownership of the reported securities to the extent of his or its pecuniary interest therein. The distribution did not effect any change in the pecuniary interest of Mr. Kraff or Praesumo in the Third Party Call Option.

Remarks:

	/s/ Lowell D. Kraff	07/18/2016
	/s/ Lowell D. Kraff, Sole Manager of Best Amigos Partners, LLC	07/18/2016
	/s/ Lowell D. Kraff, Sole Manager of Diamond Oursurance, LLC	07/18/2016
	/s/ Lowell D. Kraff, Sole Member of LDK Holdco, LLC	07/18/2016
	/s/ Lowell D. Kraff, Managing Member of Praesumo Partners, LLC	07/18/2016
	** Signature of Reporting Person	Date
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