SEC Form 4 · accession 0001140361-16-072832

Diamond Resorts International, Inc. · DRII

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

GUGGENHEIM CAPITAL LLC

10% Owner

Guggenheim Partners, LLC

10% Owner

Guggenheim Partners Investment Management, LLC

10% Owner

Guggenheim Partners Investment Management Holdings, LLC

10% Owner

Period of report

Jul 15, 2016

Accepted (ET)

Jul 19, 2016 · 6:54 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 share^F2,F4,F5	Jul 15, 2016	X	1,511,808	$12.56	D	7,936,889	I	See Footnotes
Common Stock, $0.01 par value per share^F2,F4,F5	Jul 15, 2016	P	630,004	$30.14	A	8,566,893	I	See Footnotes
Common Stock, $0.01 par value per share^F2,F4,F5	Jul 15, 2016	X	1,511,808	$12.56	D	7,055,085	I	See Footnotes
Common Stock, $0.01 par value per share^F2,F4,F5	Jul 15, 2016	P	630,004	$30.14	A	7,685,089	I	See Footnotes
Common Stock, $0.01 par value per share^F3,F4,F5	Jul 18, 2016	X	1,511,808	$12.56	D	6,173,281	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Call Option (Obligation to Sell)^F1,F4,F5	$12.56	Jul 11, 2016	E	2	D	Jul 21, 2011	Jul 21, 2016	Common Stock, $0.01 par value per share	2	4,535,424	I
Call Option (Obligation to Sell)^F2,F4,F5	$12.56	Jul 15, 2016	X	1,511,808	D	Jul 21, 2011	Jul 21, 2016	Common Stock, $0.01 par value per share	1,511,808	3,023,616	I
Call Option (Obligation to Sell)^F2,F4,F5	$12.56	Jul 15, 2016	X	1,511,808	D	Jul 21, 2011	Jul 21, 2016	Common Stock, $0.01 par value per share	1,511,808	1,511,808	I
Call Option (Obligation to Sell)^F3,F4,F5	$12.56	Jul 18, 2016	X	1,511,808	D	Jul 21, 2011	Jul 21, 2016	Common Stock, $0.01 par value per share	1,511,808	0	I

Explanation of responses

F1On July 11, 2016, 1818 Partners, LLC distributed its fully-exercisable call option to purchase 4,535,426 shares of common stock, par value $0.01 per share, ("Shares") from DRP Holdco, LLC on a pro-rata basis to its three members (collectively, the "Members"). Each Member received a call option representing the right to acquire 1,511,808 Shares (each, a "Call Option"). The two remaining Shares underlying the call option with 1818 Partners, LLC were cancelled.
F2On July 15, 2016, two Members exercised their Call Options on a cashless basis which, based on the $30.14 closing price of the Shares on July 15, 2016, resulted in each Member paying 630,004 Shares back to DRP Holdco, LLC in order to pay the exercise price for its Call Option.
F3On July 18, 2016, one Member exercised its Call Option on a cash basis.
F4These Shares are held directly by DRP Holdco, LLC. These Shares 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 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 majority owner of Guggenheim Partners, LLC.
F5Each of the Reporting Persons disclaims beneficial ownership of the Shares, 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.