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*
(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)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 | |
| 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. | ||