Amended Statement of Beneficial Ownership (sc 13d/a)
April 14 2014 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Diamond
Resorts International, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
25272T 104
(CUSIP
Number)
Stephen J. Cloobeck
10600 West Charleston Boulevard
Las Vegas, NV 89135
(702) 684-8000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 3, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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(Continued on following pages)
(Page 1 of 6 Pages)
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CUSIP No. 25272T104
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13D/A
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Page
2
of 6
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1
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Names of
reporting persons
Cloobeck Diamond Parent, LLC
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
¨
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3
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SEC use only
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4
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Source of funds
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Nevada
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
16,626,397
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8
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Shared voting power
0
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9
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Sole dispositive power
16,626,397
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10
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Shared dispositive power
0
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11
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Aggregate amount beneficially owned by each reporting person
16,626,397
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
22.01% (1)
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14
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Type of reporting person
OO
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(1)
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Based on 75,540,119 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A.
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CUSIP No. 25272T104
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13D/A
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Page
3
of 6
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1
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Names of
reporting persons
The Chantal Cloobeck Separate Property Trust
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
¨
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3
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SEC use only
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4
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Source of funds
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Nevada
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
1,073,949
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8
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Shared voting power
0
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9
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Sole dispositive power
1,073,949
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10
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Shared dispositive power
0
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11
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Aggregate amount beneficially owned by each reporting person
1,073,949
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
1.42% (2)
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14
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Type of reporting person
OO
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(2)
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Based on 75,540,119 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A.
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CUSIP No. 25272T104
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13D/A
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Page
4
of 6
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1
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Names of
reporting persons
Stephen J. Cloobeck
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
¨
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3
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SEC use only
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4
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Source of funds
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
16,741,103 (3)
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8
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Shared voting power
6,041,250 (4)
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9
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Sole dispositive power
16,741,103 (3)
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10
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Shared dispositive power
6,041,250 (4)
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11
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Aggregate amount beneficially owned by each reporting person
22,782,353 (3)(4)
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
30.11% (5)
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14
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Type of reporting person
IN 75,654,825
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(3)
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Includes (i) 114,706 shares of common stock issuable upon exercise of an option held by Mr. Cloobeck which is currently vested and (ii) an aggregate of 16,626,397 shares of common stock held by Cloobeck
Diamond Parent, LLC, of which Mr. Cloobeck is the sole manager.
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(4)
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Includes 4,535,426 shares of common stock issuable upon exercise of a fully-exercisable call option from DRP Holdco, LLC and 431,875 shares of common stock issuable upon exercise of a fully-exercisable call option from
Silver Rock Financial LLC and other entities affiliated therewith; each such call option is held by 1818 Partners, LLC. Mr. Cloobeck is the sole manager of Cloobeck Companies, LLC, a managing member of 1818 Partners, LLC. Also includes
1,073,949 shares of common stock held by The Chantal Cloobeck Separate Property Trust, of which Mr. Cloobeck is the co-managing trustee.
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(5)
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Based on 75,540,119 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A.
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CUSIP No. 25272T104
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13D/A
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Page
5
of 6
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Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (Amendment No. 1”) relates to the common stock, par value $0.01 per share (the “Common
Stock”), of Diamond Resorts International, Inc. (the “Issuer”), and amends the Schedule 13D filed by Cloobeck Diamond Parent, LLC (“CDP”), The Chantal Cloobeck Separate Property Trust (“CCSPT”) and Stephen J.
Cloobeck (collectively, the “Reporting Persons”) on August 5, 2013 (as amended by this Amendment No. 1, the “Schedule 13D”). The address of the principal executive offices of the Issuer is 10600 West Charleston
Boulevard, Las Vegas, Nevada 89135.
This Amendment No. 1 is being filed by the Reporting Persons to furnish the additional
information set forth herein. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the following:
On April 3, 2014, CDP CDP pledged 10,000,000 shares of common stock of the Issuer, all of which were then held by CDP, as collateral to
secure a $25 million revolving loan facility for CDP. CDP is not obligated to borrow any funds under the revolving loan facility, and as of the date hereof, had not yet made any borrowings thereunder. CDP does not intend to use borrowings under the
loan facility, if any, to fund additional purchases of common stock of the Issuer.
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CUSIP No. 25272T104
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13D/A
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Page
6
of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 11, 2014
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CLOOBECK DIAMOND PARENT, LLC
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/s/ Jared T. Finkelstein, as attorney-in-fact for Cloobeck Diamond Parent, LLC
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Jared T. Finkelstein, attorney-in-fact for Cloobeck Diamond Parent, LLC
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THE CHANTAL CLOOBECK SEPARATE PROPERTY TRUST
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/s/ Jared T. Finkelstein, as attorney-in-fact for The Chantal Cloobeck Separate Property Trust
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Jared T. Finkelstein, attorney-in-fact for The Chantal Cloobeck Separate Property Trust
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/s/ Jared T. Finkelstein, as attorney-in-fact for Stephen J. Cloobeck
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Jared T. Finkelstein, attorney-in-fact for Stephen J. Cloobeck
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