SEC Form 4 · accession 0000899243-16-028689
Diamond Resorts International, Inc. · DRII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Lowell D Kraff
Other
Period of report
Sep 2, 2016
Accepted (ET)
Sep 8, 2016 · 4:41 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 | 24,380 | $30.25 | D | 0 | I | See Footnote |
| Common StockF2 | Sep 2, 2016 | U | 287,686 | $30.25 | D | 0 | I | See Footnote |
| Common StockF3 | Sep 2, 2016 | J | 1,655,766 | $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 | 1,212,585 | D | — | — | Common Stock | 1,212,585 | 0 | D |
Explanation of responses
- F1Directly by Best Amigos Partners LLC ("BAP") and indirectly by Lowell D. Kraff as the sole member of BAP. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F2Directly by Diamond Oursurance, LLC and indirectly by Lowell D. Kraff as the sole manager of Diamond Oursurance, LLC. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F3Directly by Praesumo Partners, LLC ("Praesumo") and indirectly by Lowell D. Kraff as the sole manager of Praesumo. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. The Common Stock 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 an amount of cash equal to the product of (i) the number of shares of Common Stock and (ii) the $30.25 merger consideration payable in the merger for each share of the Company's common stock.
- F4This 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 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.