SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Palmer David F (Last) (First) (Middle) 10600 WEST CHARLESTON BOULEVARD (Street) LAS VEGAS NV 89135 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/18/2013	3. Issuer Name and Ticker or Trading Symbol Diamond Resorts International, Inc. [ DRII ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) President, CEO	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,273,798(1)	I	See Footnote(2)
Common Stock	616,647(1)	I	See Footnote(3)
Common Stock	616,647(1)	I	See Footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (right to buy)(5)	(5)	07/21/2016	Common Stock	4,535,426(1)	$12.56	I	See Footnote(6)
Call Option (right to buy)(7)	(7)	07/21/2016	Common Stock	431,875(1)	$12.56	I	See Footnote(6)
Stock Option (right to buy)(8)	(8)	07/18/2023	Common Stock	400,000(1)	$14	D
Stock Option (right to buy)(9)	(9)	07/18/2023	Common Stock	1,073,850(1)	$14	D

1. Name and Address of Reporting Person* Palmer David F (Last) (First) (Middle) 10600 WEST CHARLESTON BOULEVARD (Street) LAS VEGAS NV 89135 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) President, CEO

1. Name and Address of Reporting Person* Chautauqua Management, LLC (Last) (First) (Middle) 10600 WEST CHARLESTON BOULEVARD (Street) LAS VEGAS NV 89135 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% Group

1. Name and Address of Reporting Person* Chautauqua IIA, LLC (Last) (First) (Middle) 10600 WEST CHARLESTON BOULEVARD (Street) LAS VEGAS NV 89135 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% Group

1. Name and Address of Reporting Person* Chautauqua IIB, LLC (Last) (First) (Middle) 10600 WEST CHARLESTON BOULEVARD (Street) LAS VEGAS NV 89135 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% Group

Explanation of Responses:

1. Represents shares of Common Stock being issued immediately prior to the closing of the initial public offering of the Common Stock in exchange for units of Diamond Resorts Parent, LLC.

2. Directly by Chautauqua Management, LLC ("CML") and indirectly by David F. Palmer as the sole manager of CML. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

3. Directly by Chautauqua IIA, LLC ("CIIA") and indirectly by Mr. Palmer as investment manager of CIIA. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

4. Directly by Chautauqua IIB, LLC ("CIIB") and indirectly by Mr. Palmer's spouse, as investment manager of CIIB. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

5. Represents a fully exercisable call option, dated as of July 21, 2011, to purchase shares of Common Stock from DRP Holdco, LLC.

6. By 1818 Partners, LLC. Mr. Palmer is the sole manager of CML, one of the managing members of 1818 Partners, LLC. Each of Mr. Palmer and CML disclaims beneficial ownership of any of the reported securities except to the extent of his or its pecuniary interest therein.

7. Represents a fully exercisable call option, dated as of July 21, 2011, to purchase shares of Common Stock from third parties.

8. Represents an option to purchase shares of Common Stock issued by the Issuer to Mr. Palmer. The option was vested with respect to 25% of the underlying shares of Common Stock on July 18, 2013, the grant date, and will vest with respect to an additional 25% of such shares on each of the first three anniversaries of the grant date; provided that the option will terminate if the initial public offering of the Common Stock is not consummated within 15 business days following the grant date.

9. Represents an option to purchase shares of Common Stock issued by the Issuer to Mr. Palmer. The option was fully vested on July 18, 2013, the grant date; provided that the option will terminate if the initial public offering of the Common Stock is not consummated within 15 business days following the grant date.

Remarks:

Each of the reporting persons has entered into a Stockholders Agreement, dated July 17, 2013, with other individuals and entities becoming stockholders of Diamond Resorts International, Inc. (the "Issuer"). Pursuant to the Stockholders Agreement, each of the parties thereto has agreed to cause the shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") held by such party to be voted, at any meeting of stockholders called for such purpose, for the individuals nominated by the Issuer's board of directors for election to the Issuer's board of directors. As a result of the Stockholders Agreement, the parties thereto constitute a "group" (as such term is defined in Section 13(d)(3) of the Securities Exchange Act, as amended ("Exchange Act"), and Rule 13d-5 promulgated thereunder). 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.

	/s/ Jared T. Finkelstein, attorney-in-fact for David F. Palmer	07/18/2013
	/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua Management, LLC	07/18/2013
	/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIA, LLC	07/18/2013
	/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIB, LLC	07/18/2013
	** Signature of Reporting Person	Date
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