Filing Details
- Accession Number:
- 0001140361-16-072832
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-07-19 18:54:47
- Reporting Period:
- 2016-07-15
- Filing Date:
- 2016-07-19
- Accepted Time:
- 2016-07-19 18:54:47
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1566897 | Diamond Resorts International Inc. | DRII | () | DE |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1283072 | Guggenheim Capital Llc | 227 West Monroe Suite 4900 Chicago IL 60606 | No | No | No | No | |
| 1425498 | Guggenheim Partners, Llc | 227 West Monroe Suite 4900 Chicago IL 60606 | No | No | No | No | |
| 1425852 | Guggenheim Partners Investment Management, Llc | 100 Wilshire Boulevard, 5Th Floor Santa Monica CA 90401 | No | No | No | No | |
| 1581086 | Guggenheim Partners Investment Management Holdings, Llc | 330 Madison Avenue New York NY 10017 | No | No | No | No |
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, $0.01 Par Value Per Share | Disposition | 2016-07-15 | 1,511,808 | $12.56 | 7,936,889 | No | 4 | X | Indirect | See Footnotes |
| Common Stock, $0.01 Par Value Per Share | Acquisiton | 2016-07-15 | 630,004 | $30.14 | 8,566,893 | No | 4 | P | Indirect | See Footnotes |
| Common Stock, $0.01 Par Value Per Share | Disposition | 2016-07-15 | 1,511,808 | $12.56 | 7,055,085 | No | 4 | X | Indirect | See Footnotes |
| Common Stock, $0.01 Par Value Per Share | Acquisiton | 2016-07-15 | 630,004 | $30.14 | 7,685,089 | No | 4 | P | Indirect | See Footnotes |
| Common Stock, $0.01 Par Value Per Share | Disposition | 2016-07-18 | 1,511,808 | $12.56 | 6,173,281 | No | 4 | X | Indirect | See Footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | X | Indirect | See Footnotes |
| No | 4 | P | Indirect | See Footnotes |
| No | 4 | X | Indirect | See Footnotes |
| No | 4 | P | Indirect | See Footnotes |
| No | 4 | X | Indirect | See Footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 Par Value Per Share | Call Option (Obligation to Sell) | Disposition | 2016-07-11 | 2 | $0.00 | 2 | $12.56 |
| Common Stock, $0.01 Par Value Per Share | Call Option (Obligation to Sell) | Disposition | 2016-07-15 | 1,511,808 | $0.00 | 1,511,808 | $12.56 |
| Common Stock, $0.01 Par Value Per Share | Call Option (Obligation to Sell) | Disposition | 2016-07-15 | 1,511,808 | $0.00 | 1,511,808 | $12.56 |
| Common Stock, $0.01 Par Value Per Share | Call Option (Obligation to Sell) | Disposition | 2016-07-18 | 1,511,808 | $0.00 | 1,511,808 | $12.56 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 4,535,424 | 2011-07-21 | 2016-07-21 | No | 5 | E | Indirect |
| 3,023,616 | 2011-07-21 | 2016-07-21 | No | 4 | X | Indirect |
| 1,511,808 | 2011-07-21 | 2016-07-21 | No | 4 | X | Indirect |
| 0 | 2011-07-21 | 2016-07-21 | No | 4 | X | Indirect |
Footnotes
- On July 11, 2016, 1818 Partners, LLC distributed its fully-exercisable call option to purchase 4,535,426 shares of common stock, par value $0.01 per share, ("Shares") from DRP Holdco, LLC on a pro-rata basis to its three members (collectively, the "Members"). Each Member received a call option representing the right to acquire 1,511,808 Shares (each, a "Call Option"). The two remaining Shares underlying the call option with 1818 Partners, LLC were cancelled.
- On July 15, 2016, two Members exercised their Call Options on a cashless basis which, based on the $30.14 closing price of the Shares on July 15, 2016, resulted in each Member paying 630,004 Shares back to DRP Holdco, LLC in order to pay the exercise price for its Call Option.
- On July 18, 2016, one Member exercised its Call Option on a cash basis.
- These Shares are held directly by DRP Holdco, LLC. These Shares may be deemed to be beneficially owned by the following, each of whom is a Reporting Person: Guggenheim Partners Investment Management, LLC ("GPIM"), which, via its relationship with the managing members of DRP Holdco, LLC, whose unanimous consent is required for decisions regarding assets held by DRP Holdco, LLC and who have granted full investment discretion and voting authority to GPIM over their units in DRP Holdco, LLC, exercises complete voting and dispositive power over the Shares held by DRP Holdco, LLC; Guggenheim Partners Investment Management Holdings, LLC ("GPIMH"), as the majority owner of GPIM; Guggenheim Partners, LLC, as the majority indirect owner of GPIMH; and Guggenheim Capital, LLC, as the majority owner of Guggenheim Partners, LLC.
- Each of the Reporting Persons disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be construed as an admission that such Reporting Person is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
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