SEC Form 4 · accession 0000899243-16-025249
Diamond Resorts International, Inc. · DRII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 14, 2016
Accepted (ET)
Jul 18, 2016 · 5:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001566897
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 14, 2016 | S | 28,129 | $30.1892 | D | 0 | I | See Footnote |
| Common StockF2 | Jul 18, 2016 | X | 1,511,808 | $12.56 | A | 1,511,808 | I | See Footnote |
| Common StockF2 | Jul 18, 2016 | X | 143,958 | $12.56 | A | 1,655,766 | I | See Footnote |
| Common StockF3,F4 | Jul 15, 2016 | S | 35,616 | $30.155 | D | 67,149 | I | See Footnote |
| Common StockF5 | holding | — | — | — | 1,168,277 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 287,686 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (right to buy)F7,F2 | $12.56 | Jul 18, 2016 | X | 1,511,808 | D | — | Jul 21, 2016 | Common Stock | 1,511,808 | 0 | I |
| Call Option (right to buy)F8,F2 | $12.56 | Jul 18, 2016 | X | 143,958 | D | — | Jul 21, 2016 | Common Stock | 143,958 | 0 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold by Praesumo Partners, LLC ("Praesumo") in multiple transactions on July 14, 2016 at prices ranging from $30.18 to $30.205, inclusive. The reporting person undertakes to provide to Diamond Resorts International, Inc., any security holder of Diamond Resorts International, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F2Directly by Praesumo Partners, LLC and indirectly by Lowell D. Kraff as the managing member of Praesumo. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F3The price reported in Column 4 is a weighted average price. The shares were sold by LDK Holdco, LLC ("LDK") in multiple transactions on July 15, 2016 at prices ranging from $30.15 to $30.17, inclusive. The reporting person undertakes to provide to Diamond Resorts International, Inc., any security holder of Diamond Resorts International, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4Directly by LDK and indirectly by Mr. Kraff, as sole member of LDK. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F5Directly by Best Amigos Partners, LLC ("BAP") and indirectly by Mr. Kraff as sole manager of BAP. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F6Directly by Diamond Oursurance, LLC ("Oursurance") and indirectly by Mr. Kraff as sole manager of Oursurance. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F7Reflects 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 Praesumo. In prior reports, each of Mr. Kraff and Praesumo 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. Kraff and Praesumo 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. Kraff or Praesumo in the DRPH Call Option.
- F8Reflects 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 Praesumo. In prior reports, each of Mr. Kraff and Praesumo 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. Kraff and Praesumo 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. Kraff or Praesumo in the Third Party Call Option.