Filing Details

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

 

June 17, 2016

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(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

Page 1 of 20Pages

 

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CUSIP No. 25272T 104

Page 2 of 20 Pages

1	NAME OF REPORTING PERSON
	Scoggin Capital Management II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,700,000
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,700,000
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,700,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.9%
12	TYPE OF REPORTING PERSON
	OO

 

13G

CUSIP No. 25272T 104

Page 3 of 20 Pages

 

 

 

1	NAME OF REPORTING PERSON
	Scoggin Worldwide Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			145,000
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			145,000
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	145,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%
12	TYPE OF REPORTING PERSON
	CO

 

1	NAME OF REPORTING PERSON
	Scoggin Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,076,100
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,076,100
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,076,100
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.3%
12	TYPE OF REPORTING PERSON
	PN

 

13G

 

CUSIP No. 377341201

Page 6 of 20 Pages

 

1	NAME OF REPORTING PERSON
	Scoggin GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,076,100
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,076,100
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,076,100
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.3%
12	TYPE OF REPORTING PERSON
	OO

 

1	NAME OF REPORTING PERSON
	Old Bellows Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			145,000
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			145,000
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	145,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%
12	TYPE OF REPORTING PERSON
	PN

 

1	NAME OF REPORTING PERSON
	Old Bell Associates LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			145,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			145,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	145,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%
12	TYPE OF REPORTING PERSON
	OO

13G

1	NAME OF REPORTING PERSON
	A. Dev Chodry
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			5,221,100
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			5,221,100
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,221,100
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.5%
12	TYPE OF REPORTING PERSON
	IN

1	NAME OF REPORTING PERSON
	Craig Effron
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			278,500
		6	SHARED VOTING POWER
			5,221,100
		7	SOLE DISPOSITIVE POWER
			278,500
		8	SHARED DISPOSITIVE POWER
			5,221,100
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,499,600
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.9%
12	TYPE OF REPORTING PERSON
	IN

 

Item 1(a).

Name of Issuer:

 

Diamond Resorts International, Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

10600 West Charleston Boulevard, Las Vegas, Nevada

Item 2(a).

Name of Persons Filing:

 

(i)	Scoggin Capital Management II LLC

(ii)	Scoggin International Fund, Ltd.

(iii)

Scoggin Worldwide Fund, Ltd.

(iv)	Scoggin Management LP

(v)	Scoggin GP LLC

(vi)	Old Bellows Partners LP

(vii)

Old Bell Associates LLC

(viii)

A. Dev Chodry

(ix)	Craig Effron

(x)	Curtis Schenker

(collectively, the “Reporting Persons” and each, a “Reporting Person”)

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

Each of Scoggin International Fund, Ltd. and Scoggin Worldwide Fund, Ltd. has a business address at c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands.

 

Each of the other Reporting Persons has a business address at 660 Madison Avenue, New York, NY 10065.

 

Item 2(c).

Citizenship or Place of Organization:

 

(i)	Scoggin Capital Management II LLC

Delaware

 

(ii)	Scoggin International Fund, Ltd.

Cayman Islands

 

(iii)

Scoggin Worldwide Fund, Ltd.

Cayman Islands

 

(iv)	Scoggin Management LP

Delaware

(v)	Scoggin GP LLC

Delaware

(vi)	Old Bellows Partners LP

Delaware

 

(vii)

Old Bell Associates LLC

New York

 

(viii)

A. Dev Chodry

USA

(ix)	Craig Effron

USA

 

(x)	Curtis Schenker

USA

 

Item 2(d).

Title of Class of Securities:

 

Common Stock

 

Item 2(e).

CUSIP Number:

 

25272T104

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Item 4.

Ownership.1

 

(i)	Scoggin Capital Management II LLC2

 

(a)

Amount beneficially owned: 2,700,000

 

(b)

Percent of class: 3.9%3

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 2,700,000

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 2,700,000

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

(ii)	Scoggin International Fund, Ltd.4

 

(a)

Amount beneficially owned: 2,376,100

 

(b)

Percent of class: 3.4%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 2,376,100

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 2,376,100

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

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(iii)

Scoggin Worldwide Fund, Ltd.5

 

(a)

Amount beneficially owned: 145,000

 

(b)

Percent of class: 0.2%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 145,000

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 145,000

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

(iv)	Scoggin Management LP6

 

(a)

Amount beneficially owned: 5,076,100

 

(b)

Percent of class: 7.3%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 5,076,100

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 5,076,100

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

(v)	Scoggin GP LLC7

 

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(a)

Amount beneficially owned: 5,076,100

 

(b)

Percent of class: 7.3%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 5,076,100

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 5,076,100

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

(vi)	Old Bellows Partners LP8

 

(a)

Amount beneficially owned: 145,000

 

(b)

Percent of class: 0.2%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 145,000

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 145,000

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

(vii)

Old Bell Associates LLC9

 

(a)

Amount beneficially owned: 145,000

 

(b)

Percent of class: 0.2%

 

(c)

Number of shares as to which such person has:

 

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(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 145,000

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 145,000

 

(viii)

A. Dev Chodry10

 

(a)

Amount beneficially owned: 5,221,100

 

(b)

Percent of class: 7.5%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 5,221,100

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 5,221,100

 

(ix)	Craig Effron11

 

(a)

Amount beneficially owned: 5,499,600

 

(b)

Percent of class: 7.9%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 278,500

 

(ii)

Shared power to vote or to direct the vote: 5,221,100

 

(iii)

Sole power to dispose or to direct the disposition of: 278,500

 

(iv)

Shared power to dispose or to direct the disposition of: 5,221,100

 

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(x)	Curtis Schenker12

 

(a)

Amount beneficially owned: 5,621,100

 

(b)

Percent of class: 8.1%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 400,00013

 

(ii)

Shared power to vote or to direct the vote: 5,221,100

 

(iii)

Sole power to dispose or to direct the disposition of: 400,00013

 

(iv)

Shared power to dispose or to direct the disposition of: 5,221,100

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable

 

Item 10.

Certification.

 

By signing below the undersigned certifies that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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12

Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP. Curtis Schenker is a managing member of Scoggin GP LLC. Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.

 

13	Includes 225,000 shares held in accounts as to which Curtis Schenker has discretionary authority.

 

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the Reporting Person on whose behalf the undersigned is executing this statement is true, complete and correct.

 

Dated as of  June 21,  2016	Scoggin Capital Management II LLC
	By: Scoggin Management LP, as Investment Manager
	By: Scoggin GP LLC, its General Partner
	By: /s/ Craig Effron
	Name: Craig Effron
	Title: Managing Member

Dated as of June 21,  2016	Scoggin International Fund, Ltd.
	By: Scoggin Management LP, as Investment Manager
	By: Scoggin GP LLC, its General Partner
	By: /s/ Craig Effron
	Name: Craig Effron
	Title: Managing Member

Dated as of June 21,  2016	Scoggin Worldwide Fund, Ltd.
	By: /s/ A. Dev Chodry
	Name: A. Dev Chodry
	Title: Director

Dated as of June 21,  2016	Scoggin Management LP
	By: Scoggin GP LLC, its General Partner
	By: /s/ Craig Effron
	Name: Craig Effron
	Title: Managing Member

 

 

 

 

Agreement of Joint Filing

 

Pursuant to 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to join in the filing on behalf of each of them of a Statement on Schedule 13G and any and all amendments thereto, and that this Agreement be included as an Exhibit to such filing.

 

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

 

 

 

 

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