SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Diamond Resorts International, Inc.

(Name of Issuer)

Common Stock, par value  $0.01

(Title of Class of Securities)

25272T 104

(CUSIP Number)

Robert Saperstein

330 Madison Avenue

New York, NY 10017

(212) 901-9402

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 24, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 7 Pages)

SCHEDULE 13D
CUSIP No. 25272T 104	Page 2 of 7

1.	NAMES OF REPORTING PERSONS Zachary D. Warren
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [   ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	0
		8.	SHARED VOTING POWER	10,714
		9.	SOLE DISPOSITIVE POWER	0
		10.	SHARED DISPOSITIVE POWER	10,714
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,714
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.014% (1)
14.	TYPE OF REPORTING PERSON IN

(1) Based on 75,447,688 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D.

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Item 1. Security and Issuer

This statement relates to the common stock, par value $0.01 per share (the “Common  Stock”), of Diamond Resorts International, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 10600 West Charleston Boulevard, Las Vegas, Nevada 89135.

Item 2. Identity and Background

This statement is being filed by Zachary D. Warren (“Mr. Warren” or the “Reporting Person”), a United States citizen whose principal business address 100 Wilshire Boulevard, 5th Floor, Santa Monica, California, 90401.  Mr. Warren is a senior managing director of Guggenheim Partners, LLC (“Guggenheim Partners”).  Mr. Warren also serves as director on the board of directors of the Issuer (the “Board”).

The Reporting Person has not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person is deemed to be a member of a “group,” as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-5 promulgated thereunder, as a result of being party to the Stockholders Agreement (as defined herein), as more fully described in Items 4 and 5 hereof.

Item 3. Source and Amount of Funds or Other Consideration.

On July 24, 2013, the Issuer closed the initial public offering (the "IPO") of an aggregate of 17,825,000 shares of Common Stock at the IPO price of $14.00 per share.  In the IPO, the Issuer sold 16,100,000 shares of Common Stock, and Cloobeck Diamond Parent, LLC (“CDP”), in its capacity as a selling stockholder, sold 1,725,000 shares of Common Stock.

In connection with the closing of the IPO, (i) each member of the Board who is not an officer or employee of the Issuer, or the Chairman or Vice Chairman of the Board (each such individual, including Mr. Warren, a “Non-Officer Director”), was granted shares of restricted common stock for service on the Board, pursuant to the Issuer’s 2013 Incentive Compensation Plan (the “Plan”), and (ii) each Non-Officer Director received shares of fully vested Common Stock in lieu of the cash retainer to which such Non-Officer Director was otherwise entitled, pursuant to the Non-Officer Director Share Accumulation Program adopted as part of the Issuer’s 2013 Incentive Compensation Plan.  Pursuant to the Non-Officer Director Share Accumulation Program, each Non-Officer Director is entitled to elect to utilize all or a portion of his annual retainer fee to acquire shares of Common Stock.  Mr. Warren has elected to utilize all of his annual cash retainer fee to acquire shares of Common Stock, as more particularly described below.

In connection with the foregoing, on June 24, 2013, Mr. Warren, (i) was granted 5,357 shares of restricted common stock, which vest in three equal annual installments on each of the first three anniversaries of the July 24, 2013 grant date, for service on the Board, pursuant to the Plan, and (ii) received 5,357 shares of fully vested Common Stock in lieu of a $75,000 cash retainer to which Mr. Warren was otherwise entitled, pursuant to the Non-Officer Director Share Accumulation Program adopted as part of the Plan.

The summaries contained herein of the Plan and the Non-Officer Director Share Accumulation Program do not purport to be complete and are qualified in their entirety by

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reference to the full text of such documents (or in the case of the Non-Officer Director Share Accumulation Program, the form of such document), which are filed as Exhibits 1 and 2, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 4. Purpose of Transaction.

The disclosure set forth in Item 3 of this Schedule 13D is incorporated herein by reference.

In connection with the closing of the IPO, Mr. Warren has entered into a Stockholders’ Agreement, dated as of July 17, 2013 (the “Stockholders Agreement”), with other individuals and entities who are now stockholders of the Issuer.  The Stockholders Agreement covers an aggregate of 40,119,261 shares of Common Stock, representing approximately 53.2% of the outstanding Common Stock.  In addition, CDP and DRP Holdco, LLC (“DRPH”), which beneficially own an aggregate of approximately 22.0% and 15.0%, respectively, of the Common Stock, and are parties to the Stockholders Agreement, entered into a Director Designation Agreement, dated as of July 17, 2013 (the “Director Designation Agreement”), with the Issuer.

Pursuant to the Director Designation Agreement, (i) CDP has the right to designate up to two of the Issuer’s directors, for so long as CDP and its affiliates, collectively, own at least ten percent (10%) of the issued and outstanding shares of Common Stock, and (ii) DRPH has the right to designate up to two of the Issuer’s directors, for so long as DRPH and its affiliates, collectively, own at least ten percent (10%) of the issued and outstanding shares of Common Stock, provided that, in each case, if the Board determines in good faith, after consultation with outside legal counsel, that the nomination of any such designee would constitute a breach of its fiduciary duties to the Issuer’s stockholders, CDP or DRPH, as applicable, must designate another individual (who will also be subject to the same determination by the Board).  Pursuant to the Director Designation Agreement, DRPH designated Mr. Warren and Mr. B. Scott Minerd,Global Chief Investment Officer of Guggenheim Partners Investment Management, LLC and a Managing Partner of Guggenheim Partners, to serve as directors on the Issuer’s Board.

Pursuant to the Stockholders Agreement, each of the parties thereto has agreed to cause the shares of Common Stock held by such party to be voted, at any meeting of stockholders of the Issuer called for such purpose, for the individuals nominated by the Board for election to the Board (including those nominees selected by CDP and DRPH pursuant to the Director Designation Agreement). Each of the parties to the Stockholders Agreement has agreed to appoint Stephen J. Cloobeck and David F. Palmer as their proxies and attorneys-in-fact to vote their shares of Common Stock in the event that they fail to vote in accordance with the provisions of the Stockholders Agreement.  In addition, in the event that any party to the Stockholders Agreement transfers any shares of Common Stock to an affiliate, another party to the Stockholders Agreement or an affiliate of another party to the Stockholders Agreement, the transferee will be required to sign a binding joinder to the Stockholders Agreement.

As a result of the Stockholders Agreement, the parties thereto are deemed to constitute a "group," for purposes of the Exchange Act, that holds more than 50% of the Common Stock, and the Issuer has indicated that it will therefore qualify as a “controlled company” under the corporate governance rules of the New York Stock Exchange.

In connection with the closing of the IPO, certain parties to the Stockholders Agreement purchased shares of Common Stock in the IPO pursuant to the directed share program established by the underwriters for the IPO.

The transactions contemplated by the Stockholders Agreement and the Director Designation Agreement may result in certain actions specified in Items 4(a) through (j) of

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Schedule 13D, including changes in the Board. In his capacity as a director on the Issuer’s Board, Mr. Warren is and will be significantly involved in the affairs of the Issuer and in this capacity could take or support actions that relate to or would result in the matters set forth in Items 4(b) through (j) of Schedule 13D.  Furthermore, as a stockholder of the Issuer, on an ongoing basis, Mr. Warren will review the Issuer’s operating, management, business affairs, capital needs and general industry and economic conditions, and, based on such review, Mr. Warren may, from time to time, determine to increase or decrease his ownership of Common Stock, vote to approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D.  Except as otherwise provided herein, Mr. Warren currently has no intention of engaging in any of the events set forth in Items 4(a) through (j) of Schedule 13D.

The summaries contained herein of the Stockholders Agreement and the Director Designation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such documents, which are included as Exhibits 3 and 4, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a)  The Reporting Person may be deemed to beneficially own, in the aggregate, 10,714 shares of Common Stock, representing approximately 0.014% of the Issuer’s outstanding Common Stock (based on 75,447,688 shares of Common Stock outstanding).

(b)  The Reporting Person has sole voting power and sole dispositive power with regard to the 10,714 shares of Common Stock reported in this Schedule 13D.

The share ownership reported for the Reporting Person does not include any shares of Common Stock owned by the other parties to the Stockholders Agreement, except to the extent disclosed in this Schedule 13D. The Reporting Person is deemed to be a member of a “group” for purposes of the Exchange Act with the other parties to the Stockholders Agreement. The Reporting Person disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement, except to the extent disclosed in this Schedule 13D.

(c)  No transactions in the Common Stock have been effected by the Reporting Person within the past 60 days, except as disclosed under Item 3 of this Schedule 13D, all of which disclosures are incorporated herein by reference.

(d)  Not applicable.

(e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The responses set forth in Items 3 and 4 of this Schedule 13D are hereby incorporated by reference.

Each of the Issuer’s officers, directors and principal stockholders (including the Reporting Person) has executed a Lock-Up Agreement (each, a “Lock-Up Agreement” and, collectively, the “Lock-Up Agreements”).  Each of the Lock-Up Agreements provides that the party thereto will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or

Page 6 of 7 

indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC, for a period of 180 days after July 18, 2013 (which 180-day period is subject to extension under certain specified conditions).

The description and summary of the Lock-Up Agreements set forth above in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of such document, which is included as Exhibit 5 to this Schedule 13D and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits:

1.   Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.48 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

2.   Form of Non-Officer Director Share Accumulation Program*

3.   Form of Stockholders Agreement (incorporated by reference to Exhibit 10.45 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

4.   Form of Director Designation Agreement (incorporated by reference to Exhibit 10.44 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

5.   Form of Lock-Up Agreement (incorporated by reference to Exhibit B to Exhibit 1.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

6.   Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form 3 filed by the Reporting Person on July 18, 2013)

* Filed herewith

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   August 5, 2013

ZACHARY D. WARREN
By:	/s/ Robert Saperstein
	Name:  Robert Saperstein, attorney-in-fact for Zachary D. Warren

EX-99.2

EXHIBIT 2

Diamond Resorts International, Inc.

Non-Officer Director

Share Accumulation Program

pursuant to the

2013 Incentive Compensation Plan

EXHIBIT 2

ARTICLE 1

PURPOSE

This Non-Officer Director Share Accumulation Program (the “Program”) is created to set forth the Award that may be available for Grantees who are eligible non-officer directors of the Company, and who have each elected to participate in the Program (each, a “Participating Director”), payable in Shares (which Shares are issued pursuant to the Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (the “Plan”)).

ARTICLE 2

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

ARTICLE 3

ELIGIBILITY

Subject to and upon the terms and conditions set forth in this Program and the Plan, each member of the Board shall have the ability to become a Participating Director (each, an “Eligible Director”); provided, that any member of the Board who is either (a) an officer or employee of the Company, or (b) the chairman or vice chairman of the Board, shall not have the ability to become a Participating Director.

ARTICLE 4

STOCK AWARDS

4.1           Share Payment Elections.  With respect to any calendar year, each Eligible Director shall have the opportunity to become a Participating Director by electing to receive a percentage of his or her annual retainer fees paid in the form of Shares.  Such percentage shall not exceed one hundred percent (100%) of his or her annual retainer, which is typically paid in a lump sum on March 1st of each calendar year.  Such election shall be evidenced by completing and executing the Share Payment Election Form attached hereto as Exhibit A (the “Share Payment Election”) and submitting such Share Payment Election to the Company no later than December 31 of the calendar year which immediately precedes the calendar year with respect to which the Share Payment Election applies.  Notwithstanding the foregoing, to the extent that an individual becomes an Eligible Director during a calendar year, such individual shall have the opportunity to become a Participating Director with respect to such calendar year by completing a Share Payment Election and submitting it to the Company within thirty (30) days of first becoming an Eligible Director.  Any Share Payment Election completed during the calendar year pursuant to the immediately preceding sentence shall only apply on a prospective basis.  Any Share Payment Election submitted to the Company pursuant to this Section 4.1 shall become irrevocable as of the deadline for submission of such Share Payment Election (i.e., December 31 or thirty (30) days after becoming a non-officer director, as applicable), and shall remain in effect until the beginning of the calendar year following the calendar year with respect to which such Share Payment Election applies.  For purposes of this Section 4.1, no member of the Board shall be considered an Eligible Director prior to the date when the Shares first become publicly traded on the New York Stock Exchange (the “IPO Date”).  As a result, each member of the Board who becomes an Eligible Director as of the IPO Date shall have thirty (30) days from the IPO Date to complete a Share Payment Election for the calendar year in which the IPO Date occurs.

4.2           Share Payment Related to Annual Retainer.  On the date of the payment of the annual retainer (the “Retainer Payment Date”), the cash payment due to each Participating Director shall be reduced by the relevant percentage set forth on the applicable Share Payment Election.  The amount of such reduction (the “Retainer Share Amount”) shall be paid in cash or Shares as described in Section 4.3.

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4.3           Settlement of Retainer Share Amount.

(a)           Share Issuance.  On each Retainer Payment Date, the Participating Director shall receive a number of Shares equal to the result of the following formula:

A / B

Where

A =            The Retainer Share Amount; and

B =            The Fair Market Value of a Share on the Retainer Payment Date.

Notwithstanding the foregoing, if a Participating Director incurs a Termination of Service, or if a Change in Control occurs, prior to a Retainer Payment Date, then, on the applicable Retainer Payment Date, no Shares shall be issued pursuant to this Program, and any retainer amounts due shall be paid solely in cash.

(b)             Fractional Amounts.  Any portion of the Retainer Share Amount which would otherwise relate to fractional Shares shall be paid to the Participating Director in cash no later than ninety (90) days following of the relevant Retainer Payment Date.

(c)            Nature of Awards.  For purposes of the Plan, Shares issued pursuant to this Section 4.3 shall be considered an Award of Shares (as described in Section 2.5 of the Plan).  All Shares granted pursuant to this Program shall be fully vested.

ARTICLE 5

MISCELLANEOUS

5.1           Stock Issuance.  Upon payment of Shares pursuant to Section 4.3 hereof, the Company, in its sole discretion, shall either (a) credit the applicable number of Shares to the Participating Director in a book entry on the records kept by the Company’s stockholder record keeper or (b) cause to be issued certificates for such Shares.

5.2           Liability of Company.  The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and transfer of any Shares pursuant to this Program and the Plan shall relieve the Company of any liability with respect to the non-issuance or transfer of such Shares as to which such approval shall not have been obtained. However, the Company shall use its best efforts to obtain all such approvals.

5.3           Plan and Program Amendment.  No discontinuation, modification, or amendment of the Plan may, without the written consent of the Participating Director, adversely affect the rights of such Participating Director under this Program with respect to any Share Payment Election then in effect, except as otherwise provided in the Plan.  This Program and any Share Payment Election may be amended as provided under the Plan, but no such amendment shall adversely affect the Participating Director’s rights under this Program or an applicable Share Payment Election without the Participating Director’s written consent, unless otherwise permitted by the Plan.

5.4           No Stockholder Rights.  The Participating Director shall have no rights as a stockholder of the Company with respect to the Shares granted pursuant to this Program, unless and until Shares are paid pursuant to Section 4.3 hereof and issued pursuant to Section 5.1 hereof.

5.5           Disclosure Rights.  Except as required by applicable law, the Company (or any of its affiliates) shall not have any duty or obligation to disclose affirmatively to a record or beneficial holder of Common Stock, and

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such holder shall have no right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with receipt of Common Stock.

5.6           Compliance with Laws and Regulations.  Notwithstanding anything herein to the contrary, the Company shall not be obligated to either (a) cause to be issued or delivered any certificates for Shares, or (b) cause a book entry related to Shares to be entered on the records of the Company’s stockholder record keeper, unless and until the Company is advised by its counsel that such issuance and delivery of such certificates or entry on the records, as applicable, is in compliance with all applicable laws, regulations of governmental authority, and the requirements of any exchange upon which Shares are traded. The Company may require, as a condition of such issuance and delivery of such certificates or entry on the records, as applicable, and in order to ensure compliance with such laws, regulations and requirements, that the Participating Director make such covenants, agreements, and representations as the Company, in its sole discretion, considers necessary or desirable.

5.7           Committee Action.  By adopting this Program under the Plan, the Committee is exercising the power, authority and discretion granted to the Committee pursuant to Section 3.2(b) of the Plan and the interpretative authority granted to the Committee pursuant to Section 3.2(r) of the Plan.

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EXHIBIT A

FORM OF SHARE PAYMENT ELECTION

This Share Payment Election shall apply to annual retainer payments and made to the Participating Director in respect of board service during calendar year [2013] (the “Calendar Year”).  Except as otherwise provided in the Non-Officer Director Share Accumulation Program (the “Program”) under the Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (the “Plan”), this Share Payment Election Form must be signed and returned to the Company no later than December 31, [2012] to be effective.

Capitalized terms used but not otherwise defined on this Share Payment Election shall have the meaning given to such terms in the Plan and the Program.

1.      Participating Director Information

 Name: 

 Address: 

2.        Share Payment Election

Pursuant to Section 4.1 and 4.2 of the Program, I hereby elect to have _______% (up to a maximum of 100%) of each annual retainer payment, which is paid to me with respect to the Calendar Year, paid to me in Shares.  I understand that if I incur a Termination of Service, or if a Change in Control occurs, prior to the date that any annual retainer payment is made, then no Shares will be issued in connection with such annual retainer payment, and all amounts related thereto, if any, will be paid in cash.  I understand that once granted, all Shares granted to me pursuant to the Program will be fully vested and non-forfeitable.

3.       Acknowledgements

I hereby agree and acknowledge that:

(a)       this Share Payment Election, when read together with the Program, shall constitute in Award Agreement under the Plan for an Award of Shares pursuant to Section 2.5 of the Plan;

(b)       that the provisions of the Plan, Program and this Share Payment Election shall inure to the benefit of, and be binding upon, my succeeding administrators, heirs and legal representatives and the successors and assigns of the Company;

(c)       the Program and this Share Payment Election shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets; and

(d)       I am responsible for all taxes and tax consequences with respect to the Shares granted pursuant to the Program and this Share Payment Election and it is my responsibility to obtain any advice that I deem necessary or appropriate with respect to any and all tax matters that may exist with respect to the Shares granted pursuant to the Plan, the Program and this Share Payment Election.

4.       Signature

I understand that except as provided in the Program, this Share Payment Election Form shall become irrevocable as of the date set forth in the Program.  I also understand that my election is subject to the terms and conditions of the Plan and Program.  I have received and read a copy of the Plan and Program before signing this form.

_________________________________ Participant Signature _________________ Date

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