SEC Form 4 · accession 0000899243-16-028422
Diamond Resorts International, Inc. · DRII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C Alan Bentley
Officer — EVP & CFO · Other
Period of report
Sep 2, 2016
Accepted (ET)
Sep 2, 2016 · 1:03 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 Stock | Sep 2, 2016 | U | 52,114 | $30.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1 | $14.00 | Sep 2, 2016 | D | 200,000 | D | — | Jul 18, 2023 | Common Stock | 200,000 | 0 | D |
| Stock Option (right to buy)F1 | $14.00 | Sep 2, 2016 | D | 543,630 | D | — | Jul 18, 2023 | Common Stock | 543,630 | 0 | D |
| Stock Option (right to buy)F1 | $32.69 | Sep 2, 2016 | D | 100,000 | D | — | May 19, 2025 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1This option was canceled as of the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of June 29, 2016, by and among Dakota Parent, Inc., Dakota Merger Sub, Inc., and Diamond Resorts International, Inc. (the "Company") (the "Effective Time"), and converted into the right to receive a lump-sum cash payment promptly after the Effective Time equal to the product of (i) the number of shares underlying such option and (ii) the excess, if any, of the $30.25 merger consideration payable in the merger for each share of the Company's common stock over the exercise price per share of such option, without interest and less any applicable withholding tax.