Filing Details
- Accession Number:
- 0000899243-16-025317
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-07-19 16:46:57
- Reporting Period:
- 2016-07-15
- Filing Date:
- 2016-07-19
- Accepted Time:
- 2016-07-19 16:46:57
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1566897 | Diamond Resorts International Inc. | DRII | () | 4 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1422765 | F David Palmer | 10600 West Charleston Boulevard Las Vegas NV 89135 | President, Ceo | Yes | Yes | Yes | No |
1581773 | Chautauqua Management, Llc | 10600 West Charleston Boulevard Las Vegas NV 89135 | No | No | No | Yes | |
1581826 | Chautauqua Iia, Llc | 10600 West Charleston Boulevard Las Vegas NV 89135 | No | No | No | Yes | |
1581827 | Chautauqua Iib, Llc | 10600 West Charleston Boulevard Las Vegas NV 89135 | No | No | No | Yes |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2016-07-15 | 1,511,808 | $12.56 | 4,185,606 | No | 4 | X | Indirect | See Footnote |
Common Stock | Disposition | 2016-07-15 | 630,004 | $30.14 | 3,555,602 | No | 4 | S | Indirect | See Footnote |
Common Stock | Acquisiton | 2016-07-19 | 143,958 | $12.56 | 3,699,560 | No | 4 | X | Indirect | See Footnote |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | X | Indirect | See Footnote |
No | 4 | S | Indirect | See Footnote |
No | 4 | X | Indirect | See Footnote |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Call Option (right to buy) | Disposition | 2016-07-15 | 1,511,808 | $0.00 | 1,511,808 | $12.56 |
Common Stock | Call Option (right to buy) | Disposition | 2016-07-19 | 143,958 | $0.00 | 143,958 | $12.56 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | 2016-07-21 | No | 4 | X | Indirect | |
0 | 2016-07-21 | No | 4 | X | Indirect |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Common Stock | 616,647 | Indirect | See Footnote |
Common Stock | 616,647 | Indirect | See Footnote |
Footnotes
- 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.
- On July 15, 2016, CML exercised the DRPH Call Option (defined below) to purchase an aggregate of 1,511,808 shares of Common Stock for an exercise price of $12.56 per share. CML exercised the DRPH Call Option pursuant to the "cashless exercise" provision thereof, resulting in DRPH (defined below) withholding an aggregate of 630,004 of the shares of Common Stock underlying the DRPH Call Option to pay the aggregate exercise price of $18,988,308 and issuing to CML the remaining 881,804 shares.
- 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.
- 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.
- Reflects a fully-exercisable call option, dated as of July 11, 2016 (the "DRPH Call Option"), to purchase 1,511,808 shares of Common Stock from DRP Holdco LLC ("DRPH"), which option was received pursuant to a pro-rata distribution from 1818 Partners, LLC to its members, including CML. In prior reports, each of Mr. Palmer and CML reported indirect beneficial ownership of a fully-exercisable call option effective as of July 21, 2011, to purchase 4,535,426 shares of Common Stock at an exercise price of $12.56 per share and, in each case, Mr. Palmer and CML disclaimed beneficial ownership of the reported securities to the extent of his or its pecuniary interest therein. The distribution did not effect any change in the pecuniary interest of Mr. Palmer or CML in the DRPH Call Option.
- Reflects a fully-exercisable call option, dated as of July 11, 2016, to purchase 143,958 shares of Common Stock from third parties, which option was received pursuant to a pro-rata distribution from 1818 Partners, LLC to its members, including CML. In prior reports, each of Mr. Palmer and CML reported indirect beneficial ownership of a fully-exercisable call option effective as of July 21, 2011 (the "Third Party Call Option"), to purchase 431,875 shares of Common Stock at an exercise price of $12.56 per share and, in each case, Mr. Palmer and CML disclaimed beneficial ownership of the reported securities to the extent of his or its pecuniary interest therein. The distribution did not effect any change in the pecuniary interest of Mr. Palmer or CML in the Third Party Call Option.