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*
Byron Diamond Investments, LLC

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 1,229,735(1) D
Common Stock 349,802(1) I See Footnote(2)
Common Stock 168,752(1) I See Footnote(3)
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)(4) (4) 07/21/2016 Common Stock 604,724(1) $12.56 I See Footnote(5)
Call Option (right to buy)(6) (6) 07/21/2016 Common Stock 57,583(1) $12.56 I See Footnote(5)
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. By Trivergance Diamond Sub, LLC. Pursuant to the terms of a nominee agreement, the reporting person has the right to control, and has the sole pecuniary interest in, these shares. The reporting person disclaims beneficial ownership of any of the reported securities except to the extent of its pecuniary interest therein.
3. By Praesumo Partners, LLC. Pursuant to the terms of a nominee agreement, the reporting person has the right to control, and has the sole pecuniary interest in, these shares. The reporting person disclaims beneficial ownership of any of the reported securities except to the extent of its pecuniary interest therein.
4. Represents a portion of a fully exercisable call option, dated as of July 21, 2011, to purchase shares of Common Stock from DRP Holdco, LLC.
5. By 1818 Partners, LLC. Pursuant to the terms of a nominee agreement, the reporting person has the right to control, and has the sole pecuniary interest in, these shares underlying the call option. The reporting person disclaims beneficial ownership of any of the reported securities except to the extent of its pecuniary interest therein.
6. Represents a portion of a fully exercisable call option, dated as of July 21, 2011, to purchase shares of Common Stock from third parties.
Remarks:
The reporting person 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). The reporting person disclaims beneficial ownership of the shares of Common Stock held by members of such group, except to the extent of the reporting person's pecuniary interest therein, and this statement shall not be construed as an admission that the 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 Byron Diamond Investments, LLC 07/18/2013
** 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 5 (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.
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