SEC Form 4 · accession 0000899243-16-028443
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
Sep 2, 2016
Accepted (ET)
Sep 2, 2016 · 1:12 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 | Sep 2, 2016 | U | 3,699,560 | $30.25 | D | 0 | I | See Footnote |
| Common StockF2 | Sep 2, 2016 | U | 616,647 | $30.25 | D | 0 | I | See Footnote |
| Common StockF3 | Sep 2, 2016 | U | 616,647 | $30.25 | D | 0 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $14.00 | Sep 2, 2016 | D | 400,000 | D | — | Jul 18, 2023 | Common Stock | 400,000 | 0 | D |
| Stock Option (right to buy)F4 | $14.00 | Sep 2, 2016 | D | 1,073,850 | D | — | Jul 18, 2023 | Common Stock | 1,073,850 | 0 | D |
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.
- F2Directly 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.
- F3Directly 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.
- F4This 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.