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) 07/21/2016 | ||||||||||||||||||||||||||
| 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 | 07/21/2016 | S | 17,190 | D | $30.153(1) | 0 | I | See Footnote(3) | ||
| Common Stock | 07/21/2016 | S | 200,000 | D | $30.1769(2) | 968,277 | I | See Footnote(4) | ||
| Common Stock | 07/22/2016 | S | 503,779 | D | $30.2322(2) | 464,498 | I | See Footnote(4) | ||
| 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 | ||||||||
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 LDK Holdco, LLC ("LDK") in multiple transactions on July 21, 2016 at prices ranging from $30.15 to $30.165, 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. The price reported in Column 4 is a weighted average price. The shares were sold by Best Amigos Partners LLC ("BAP") in multiple transactions on July 21, 2016 and July 22, 2016 at prices ranging from $30.15 to $30.27, 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. |
| 3. 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. Following the transactions reported in this Form 4, LDK will no longer hold any shares of the Common Stock of Diamond Resorts International, Inc. |
| 4. Directly by BAP and indirectly by Mr. Kraff, as sole member of BAP. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein |
| Remarks: |
| /s/ Lowell D. Kraff | 07/25/2016 | |
| /s/ Lowell D. Kraff, Sole Member of Best Amigos Partners, LLC | 07/25/2016 | |
| /s/ Lowell D. Kraff, Sole Manager of Diamond Oursurance, LLC | 07/25/2016 | |
| /s/ Lowell D. Kraff, Sole Member of LDK Holdco, LLC | 07/25/2016 | |
| /s/ Lowell D. Kraff, Managing Member of Praesumo Partners, LLC | 07/25/2016 | |
| ** 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. | ||