Statement of Changes in Beneficial Ownership (4)
October 10 2014 - 7:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kraff Lowell D
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2. Issuer Name
and
Ticker or Trading Symbol
Diamond Resorts International, Inc.
[
DRII
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
10600 W. CHARLESTON BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/8/2014
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(Street)
LAS VEGAS, NV 89135
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/8/2014
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S
(1)
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3963
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D
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$22.1474
(2)
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287686
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I
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See Footnote
(3)
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Common Stock
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1407157
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I
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See Footnote
(4)
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Common Stock
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490687
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I
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See Footnote
(5)
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Common Stock
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102765
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I
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See Footnote
(6)
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Common Stock
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28129
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I
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See Footnote
(7)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Represents open market sale of common stock pursuant to a previously disclosed "Rule 10b5-1 plan" established by the reporting person.
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(
2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on October 8, 2014 at prices ranging from $21.90 to $22.59. The reporting person undertakes to provide to Diamond Resorts International, Inc., any securityholder of Diamond Resorts International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(
3)
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Directly by Diamond Oursurance, LLC ("Oursurance") and indirectly by Lowell D. Kraff as the sole manager of Oursurance. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
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(
4)
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Directly by Best Amigos Partners, LLC ("BAP") and indirectly by Lowell D. Kraff as the sole manager of BAP. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
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(
5)
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By Trivergance Diamond Sub, LLC ("TDS"). Lowell D. Kraff is the co-manager of an entity which is the sole manager of the sole member of TDS. In addition, pursuant to the terms of a nominee agreement, BAP has the right to control, and has the sole pecuniary interest in, 24,546 of such shares of Common Stock, and Mr. Kraff is the sole manager of BAP. Each of BAP and Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein.
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(
6)
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Directly by LDK Holdco, LLC ("LDK") and indirectly by Lowell D. Kraff as the sole manager of LDK. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
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(
7)
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By Praesumo Partners, LLC ("Praesumo"). Lowell D. Kraff is the managing member of Praesumo. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kraff Lowell D
10600 W. CHARLESTON BLVD
LAS VEGAS, NV 89135
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X
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X
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Diamond Oursurance, LLC
10600 W. CHARLESTON BLVD
LAS VEGAS, NV 89135
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Member of 10% Group
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Best Amigos Partners, LLC
10600 W. CHARLESTON BLVD
LAS VEGAS, NV 89135
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Member of 10% Group
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LDK Holdco, LLC
10600 W. CHARLESTON BLVD
LAS VEGAS, NV 89135
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Member of 10% Group
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Signatures
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/s/ Jared T. Finkelstein, attorney in fact for Lowell D. Kraff
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10/10/2014
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**
Signature of Reporting Person
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Date
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Jared T. Finkelstein, as attorney in fact for Diamond Oursurance, LLC
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10/10/2014
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**
Signature of Reporting Person
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Date
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Jared T. Finkelstein, attorney in fact for Best Amigos Partners, LLC
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10/10/2014
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**
Signature of Reporting Person
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Date
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Jared T. Finkelstein, attorney in fact for LDK Holdco, LLC
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10/10/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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