SEC Form 4 · accession 0000899243-16-028423
Diamond Resorts International, Inc. · DRII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Flaskey
Officer — EVP & Chief Sales &Marketing O · 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 | 56,500 | $30.25 | D | 75,000 | D | |
| Common StockF1 | Sep 2, 2016 | D | 75,000 | $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)F2 | $14.00 | Sep 2, 2016 | D | 120,000 | D | — | Jul 18, 2023 | Common Stock | 120,000 | 0 | D |
| Stock Option (right to buy)F2 | $14.00 | Sep 2, 2016 | D | 135,907 | D | — | Jul 18, 2023 | Common Stock | 135,907 | 0 | D |
| Stock Option (right to buy)F2 | $18.60 | Sep 2, 2016 | D | 250,000 | D | — | Feb 27, 2024 | Common Stock | 250,000 | 0 | D |
| Stock Option (right to buy)F2 | $32.69 | Sep 2, 2016 | D | 100,000 | D | — | May 19, 2025 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1Consists of shares of restricted stock of Diamond Resorts International, Inc. (the "Company") that were each converted, promptly after 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 the Company (the "Effective Time"), into the right to receive an amount in cash equal to the $30.25 consideration payable in the merger for each share of the Company's common stock (the "merger consideration"), without interest and less any applicable withholding tax.
- F2This option was canceled as of 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 merger consideration over the exercise price per share of such option, without interest and less any applicable withholding tax.