Sec Form 4 Filing - Palmer David F @ Diamond Resorts International, Inc. - 2016-07-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Palmer David F
2. Issuer Name and Ticker or Trading Symbol
Diamond Resorts International, Inc. [ DRII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CEO
(Last) (First) (Middle)
10600 WEST CHARLESTON BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2016
(Street)
LAS VEGAS, NV89135
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/15/2016 X 1,511,808 A $ 12.56 4,185,606 I See Footnote ( 1 )
Common Stock 07/15/2016 S( 2 ) 630,004 D $ 30.14 3,555,602 I See Footnote ( 1 )
Common Stock 07/19/2016 X 143,958 A $ 12.56 3,699,560 I See Footnote ( 1 )
Common Stock 616,647 I See Footnote ( 3 )
Common Stock 616,647 I See Footnote ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option (right to buy) ( 5 ) $ 12.56 07/15/2016 X 1,511,808 ( 5 ) 07/21/2016 Common Stock 1,511,808 $ 0 0 I See Footnote ( 1 )
Call Option (right to buy) ( 6 ) $ 12.56 07/19/2016 X 143,958 ( 6 ) 07/21/2016 Common Stock 143,958 $ 0 0 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Palmer David F
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV89135
X X President, CEO
Chautauqua Management, LLC
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV89135
Member of 10% Group
Chautauqua IIA, LLC
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV89135
Member of 10% Group
Chautauqua IIB, LLC
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV89135
Member of 10% Group
Signatures
/s/ Jared T. Finkelstein, attorney-in-fact for David F. Palmer 07/19/2016
Signature of Reporting Person Date
/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua Management, LLC 07/19/2016
Signature of Reporting Person Date
/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIA, LLC 07/19/2016
Signature of Reporting Person Date
/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIB, LLC 07/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Directly by Chautauqua Management, LLC ("CML") and indirectly by David F. Palmer as the sole manager of CML. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
( 2 )On July 15, 2016, CML exercised the DRPH Call Option (defined below) to purchase an aggregate of 1,511,808 shares of Common Stock for an exercise price of $12.56 per share. CML exercised the DRPH Call Option pursuant to the "cashless exercise" provision thereof, resulting in DRPH (defined below) withholding an aggregate of 630,004 of the shares of Common Stock underlying the DRPH Call Option to pay the aggregate exercise price of $18,988,308 and issuing to CML the remaining 881,804 shares.
( 3 )Directly by Chautauqua IIA, LLC ("CIIA") and indirectly by Mr. Palmer as investment manager of CIIA. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
( 4 )Directly by Chautauqua IIB, LLC ("CIIB") and indirectly by Mr. Palmer's spouse, as investment manager of CIIB. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
( 5 )Reflects a fully-exercisable call option, dated as of July 11, 2016 (the "DRPH Call Option"), to purchase 1,511,808 shares of Common Stock from DRP Holdco LLC ("DRPH"), which option was received pursuant to a pro-rata distribution from 1818 Partners, LLC to its members, including CML. In prior reports, each of Mr. Palmer and CML reported indirect beneficial ownership of a fully-exercisable call option effective as of July 21, 2011, to purchase 4,535,426 shares of Common Stock at an exercise price of $12.56 per share and, in each case, Mr. Palmer and CML disclaimed beneficial ownership of the reported securities to the extent of his or its pecuniary interest therein. The distribution did not effect any change in the pecuniary interest of Mr. Palmer or CML in the DRPH Call Option.
( 6 )Reflects a fully-exercisable call option, dated as of July 11, 2016, to purchase 143,958 shares of Common Stock from third parties, which option was received pursuant to a pro-rata distribution from 1818 Partners, LLC to its members, including CML. In prior reports, each of Mr. Palmer and CML reported indirect beneficial ownership of a fully-exercisable call option effective as of July 21, 2011 (the "Third Party Call Option"), to purchase 431,875 shares of Common Stock at an exercise price of $12.56 per share and, in each case, Mr. Palmer and CML disclaimed beneficial ownership of the reported securities to the extent of his or its pecuniary interest therein. The distribution did not effect any change in the pecuniary interest of Mr. Palmer or CML in the Third Party Call Option.

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