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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.