Diamond Resorts International (DRII) Form 4 Diamond Resorts International / Stephen J Cloobeck 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^*

Cloobeck Stephen J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2016

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	07/15/2016		X		1,511,808	A	$12.56	1,511,808	I	See Footnote(1)
Common Stock	07/15/2016		S(2)		630,004	D	$30.14	881,804	I	See Footnote(1)
Common Stock	07/18/2016		X		143,958	A	$12.56	1,025,762	I	See Footnote(1)
Common Stock								10,522,446	I	See Footnote(2)
Common Stock								1,073,949	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
Call Option (right to buy)(4)	$12.56	07/15/2016		X			1,511,808	(4)	07/21/2016	Common Stock	1,511,808	$0.00	0	I	See Footnote(1)
Call Option (right to buy)(5)	$12.56	07/18/2016		X			143,958	(4)	07/21/2016	Common Stock	143,958	$0.00	0	I	See Footnote(1)

1. Name and Address of Reporting Person^*

Cloobeck Stephen J

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cloobeck Diamond Parent, LLC

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD.

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chantal Cloobeck Separate Property Trust

(Last) (First) (Middle)

10600 WEST CHARLESTON BOULEVARD

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cloobeck Companies, LLC

(Last) (First) (Middle)

10600 W. CHARLESTON BLVD.

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

Explanation of Responses:

1. Directly by Cloobeck Companies, LLC ("CCL") and indirectly by Stephen J. Cloobeck as the sole manager of CCL. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

2. Directly by Cloobeck Diamond Parent, LLC ("CDP") and indirectly by Stephen J. Cloobeck as the sole manager of CDP. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

3. Directly by The Chantal Cloobeck Separate Property Trust, a trust for the benefit of Mr. Cloobeck's spouse ("CCSPT"), and indirectly by Mr. Cloobeck as co-managing trustee of CCSPT with his spouse. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

4. 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 CCL. In prior reports, Mr. Cloobeck 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. Cloobeck 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. Cloobeck in the DRPH Call Option.

5. 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 CCL. In prior reports, Mr. Cloobeck 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. Cloobeck 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. Cloobeck in the Third Party Call Option.

Remarks:

	Stephen J. Cloobeck	07/19/2016
	Stephen J. Cloobeck, Manager of Cloobeck Diamond Parent, LLC	07/19/2016
	Stephen J. Cloobeck, Co-Managing Trustee of the Chantal Cloobeck Separate Property Trust	07/19/2016
	Stephen J. Cloobeck, Manager of Cloobeck Companies, LLC	07/19/2016
	** Signature of Reporting Person	Date
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