SEC Form 4 · accession 0001140361-15-013033
Diamond Resorts International, Inc. · DRII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 20, 2015
Accepted (ET)
Mar 24, 2015 · 2:40 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,F2,F3 | Mar 20, 2015 | S$0 | 202,869 | — | D | 9,448,697 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares of common stock, par value $0.01 per share, ("Common Stock") were sold pursuant to the underwriter's exercise of its option to purchase additional shares of Common Stock from selling stockholders, at a price per share of $32.99, to cover over-allotments in an underwritten public offering. The shares were sold to the public in the offering at a price of $33.75 per share.
- F2These shares of Common Stock are held directly by DRP Holdco, LLC. These shares of Common Stock may be deemed to be beneficially owned by the following, each of whom is a Reporting Person: Guggenheim Partners Investment Management, LLC ("GPIM"), which, via its relationship with the managing members of DRP Holdco, LLC, whose unanimous consent is required for decisions regarding assets held by DRP Holdco, LLC and who have granted full investment discretion and voting authority to GPIM over their units in DRP Holdco, LLC, exercises complete voting and dispositive power over the shares of Common Stock held by DRP Holdco, LLC; Guggenheim Partners Investment Management Holdings, LLC ("GPIMH"), as the majority owner of GPIM; Guggenheim Partners, LLC, as the majority indirect owner of GPIMH; and Guggenheim Capital, LLC, as the sole owner of Guggenheim Partners, LLC.
- F3Each of the reporting persons disclaims beneficial ownership of the shares of Common Stock held by members of such group, except to the extent of such reporting person's pecuniary interest therein, and this statement shall not be construed as an admission that such reporting person is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.