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)
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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) 08/14/2014 | ||||||||||||||||||||||||||
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 | 08/14/2014 | J(1) | 499,963 | D | $0.00 | 253,129 | I | See footnotes(2) | ||
Common Stock | 1,407,157 | I | See footnotes(3) | |||||||
Common Stock | 512,686 | I | See footnotes(4) | |||||||
Common Stock | 490,687 | I | See footnotes(5) | |||||||
Common Stock | 102,765 | I | See footnotes(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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Distribution by Praesumo Partners, LLC ("Praesumo") to Colman Kraff ("Kraff") and Byron Diamond Investments, LLC ("BDI") of shares of the Issuer's common stock that were previously held by Praesumo as nominee for Kraff and BDI (and as to which only Kraff and BDI have had any pecuniary interest). |
2. By Praesumo. Lowell D. Kraff is 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. Directly by Best Amigos Partners, LLC ("BAP") and indirectly by Lowell D. Kraff as the sole manager of BAP. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
4. Directly by Diamond Oursurance, LLC ("Oursurance") and indirectly by Lowell D. Kraff as the sole manager of Oursurance. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
5. By Trivergance Diamond Sub, LLC ("TDS"). Lowell D. Kraff is the co-manager of an entity which is the sole manager of the sole member of TDS. In addition, pursuant to the terms of a nominee agreement, BAP has the right to control, and has the sole pecuniary interest in, 24,546 of such shares of Common Stock, and Mr. Kraff is the sole manager of BAP. Each of BAP and Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein. |
6. Directly by LDK Holdco, LLC ("LDK") and indirectly by Lowell D. Kraff as the managing member of the sole member of LDK. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
Remarks: |
/s/ Jared T. Finkelstein, attorney-in-fact for Lowell D. Kraff | 08/18/2014 | |
/s/ Jared T. Finkelstein, attorney-in-fact for Best Amigos Partners, LLC | 08/18/2014 | |
/s/ Jared T. Finkelstein, attorney-in-fact for Diamond Oursurance, LLC | 08/18/2014 | |
/s/ Jared T. Finkelstein, attorney-in-fact for LDK Holdco, LLC | 08/18/2014 | |
** 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. |