SEC Form 4 · accession 0000899243-16-025317
Diamond Resorts International, Inc. · DRII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David F Palmer
Officer — President, CEO · Director · 10% Owner
Chautauqua IIA, LLC
Other
Chautauqua IIB, LLC
Other
Period of report
Jul 15, 2016
Accepted (ET)
Jul 19, 2016 · 4:46 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 15, 2016 | X | 1,511,808 | $12.56 | A | 4,185,606 | I | See Footnote |
| Common StockF1 | Jul 15, 2016 | S | 630,004 | $30.14 | D | 3,555,602 | I | See Footnote |
| Common StockF1 | Jul 19, 2016 | X | 143,958 | $12.56 | A | 3,699,560 | I | See Footnote |
| Common StockF3 | holding | — | — | — | 616,647 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 616,647 | 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)F5,F1 | $12.56 | Jul 15, 2016 | X | 1,511,808 | D | — | Jul 21, 2016 | Common Stock | 1,511,808 | 0 | I |
| Call Option (right to buy)F6,F1 | $12.56 | Jul 19, 2016 | X | 143,958 | D | — | Jul 21, 2016 | Common Stock | 143,958 | 0 | I |
Explanation of responses
- F1Directly 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.
- F2On 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.
- F3Directly 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.
- F4Directly 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.
- F5Reflects 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.
- F6Reflects 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.