SEC Form 4 · accession 0000905148-16-001883
Diamond Resorts International, Inc. · DRII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zachary D Warren
Director
Period of report
Sep 1, 2016
Accepted (ET)
Sep 6, 2016 · 4:27 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, $0.01 par value per shareF1 | Sep 1, 2016 | U | 23,356 | $30.25 | D | 12,343 | D | |
| Common Stock, $0.01 par value per shareF2 | Sep 2, 2016 | D | 12,343 | $30.25 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares of Common Stock were tendered in the tender offer launched by Dakota Merger Sub, Inc. on July 14, 2016, pursuant to the Agreement and Plan of Merger, dated as of June 29, 2016, by and among the Issuer, Dakota Parent, Inc. and Dakota Merger Sub, Inc. (the "Merger Agreement"), to purchase all of the issued and outstanding shares of the Issuer's Common Stock at a purchase price of $30.25 per share, net to the holders thereof, payable in cash, without interest, less any applicable tax withholding.
- F2Pursuant to the Merger Agreement, upon closing of the merger on September 2, 2016, these shares of Common Stock (which include 3,392 shares of deferred stock, 1,304 shares of unvested restricted stock, and 6,691 shares underlying restricted stock units, which become fully vested upon closing of the merger) were cancelled in exchange for a cash payment from the Issuer.
Remarks
Exhibit List: The power of attorney filed as Exhibit 24.1 to the Form 3 filed by the reporting person on July 18, 2013 is incorporated herein by reference.