Diamond Resorts International (DRII) Form 4 Change in insider ownership

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^*

GUGGENHEIM CAPITAL LLC

(Last) (First) (Middle)

227 WEST MONROE

SUITE 4900

(Street)

CHICAGO IL 60606

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2015

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, $0.01 par value per share	03/10/2015		S		1,687,000	D	(1)	9,651,566	I	See footnotes(2)(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

1. Name and Address of Reporting Person^*

GUGGENHEIM CAPITAL LLC

(Last) (First) (Middle)

227 WEST MONROE

SUITE 4900

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Guggenheim Partners, LLC

(Last) (First) (Middle)

227 WEST MONROE

SUITE 4900

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Guggenheim Partners Investment Management Holdings, LLC

(Last) (First) (Middle)

330 MADISON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Guggenheim Partners Investment Management, LLC

(Last) (First) (Middle)

100 WILSHIRE BOULEVARD, &NBSP5TH FLOOR

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock were sold in an underwritten public offering in which selling stockholders sold an aggregate of 6,700,000 shares of common stock to the underwriter at a price per share of $32.99, of which 5,184,418 shares were sold to the public at a price of $33.75 per share and 1,515,582 shares were repurchased by the Issuer at the price per share at which the underwriter purchased shares from the selling stockholders.

2. These shares of Common Stock are held directly by DRP Holdco, LLC. These shares of Common Stock may be deemed to be beneficially owned by the following, each of whom is a Reporting Person: Guggenheim Partners Investment Management, LLC ("GPIM"), which, via its relationship with the managing members of DRP Holdco, LLC, whose unanimous consent is required for decisions regarding assets held by DRP Holdco, LLC and who have granted full investment discretion and voting authority to GPIM over their units in DRP Holdco, LLC, exercises complete voting and dispositive power over the shares of Common Stock held by DRP Holdco, LLC; Guggenheim Partners Investment Management Holdings, LLC ("GPIMH"), as the majority owner of GPIM; Guggenheim Partners, LLC, as the majority indirect owner of GPIMH; and Guggenheim Capital, LLC, as the sole owner of Guggenheim Partners, LLC.

3. Each of the reporting persons disclaims beneficial ownership of the shares of Common Stock held by members of such group, except to the extent of such reporting person's pecuniary interest therein, and this statement shall not be construed as an admission that such reporting person is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

	Guggenheim Capital, LLC By: Robert Saperstein, Authorized Signatory /s/ Robert Saperstein	03/11/2015
	Guggenheim Partners, LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Authorized Signatory /s/ Robert Saperstein	03/11/2015
	Guggenheim Partners Investment Management Holdings LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Authorized Signatory /s/ Robert Saperstein	03/11/2015
	Guggenheim Partners Investment Management, LLC By: Guggenheim Capital LLC, parent company By: Robert Saperstein, Authorized Signatory /s/ Robert Saperstein	03/11/2015
	** Signature of Reporting Person	Date
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