SEC Form 4 · accession 0000899243-16-025332
Diamond Resorts International, Inc. · DRII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen J Cloobeck
Director · 10% Owner
Period of report
Jul 15, 2016
Accepted (ET)
Jul 19, 2016 · 7:02 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 | 1,511,808 | I | See Footnote |
| Common StockF1 | Jul 15, 2016 | S | 630,004 | $30.14 | D | 881,804 | I | See Footnote |
| Common StockF1 | Jul 18, 2016 | X | 143,958 | $12.56 | A | 1,025,762 | I | See Footnote |
| Common StockF2 | holding | — | — | — | 10,522,446 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 1,073,949 | 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)F4,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)F5,F1,F4 | $12.56 | Jul 18, 2016 | X | 143,958 | D | — | Jul 21, 2016 | Common Stock | 143,958 | 0 | I |
Explanation of responses
- F1Directly by Cloobeck Companies, LLC ("CCL") and indirectly by Stephen J. Cloobeck as the sole manager of CCL. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F2Directly by Cloobeck Diamond Parent, LLC ("CDP") and indirectly by Stephen J. Cloobeck as the sole manager of CDP. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F3Directly by The Chantal Cloobeck Separate Property Trust, a trust for the benefit of Mr. Cloobeck's spouse ("CCSPT"), and indirectly by Mr. Cloobeck as co-managing trustee of CCSPT with his spouse. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F4Reflects 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 CCL. In prior reports, Mr. Cloobeck 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. Cloobeck 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. Cloobeck in the DRPH Call Option.
- F5Reflects 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 CCL. In prior reports, Mr. Cloobeck 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. Cloobeck 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. Cloobeck in the Third Party Call Option.