Sec Form 4 Filing - Cloobeck Stephen J @ 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
Cloobeck Stephen J
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
_____ Officer (give title below) _____ Other (specify below)
(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 1,511,808 I See Footnote ( 1 )
Common Stock 07/15/2016 S( 2 ) 630,004 D $ 30.14 881,804 I See Footnote ( 1 )
Common Stock 07/18/2016 X 143,958 A $ 12.56 1,025,762 I See Footnote ( 1 )
Common Stock 10,522,446 I See Footnote ( 2 )
Common Stock 1,073,949 I See Footnote ( 3 )
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) ( 4 ) $ 12.56 07/15/2016 X 1,511,808 ( 4 ) 07/21/2016 Common Stock 1,511,808 $ 0 0 I See Footnote ( 1 )
Call Option (right to buy) ( 5 ) $ 12.56 07/18/2016 X 143,958 ( 4 ) 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
Cloobeck Stephen J
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV89135
X X
Cloobeck Diamond Parent, LLC
10600 WEST CHARLESTON BOULEVARD.
LAS VEGAS, NV89135
Member of 10% Group
Chantal Cloobeck Separate Property Trust
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV89135
Member of 10% Group
Cloobeck Companies, LLC
10600 W. CHARLESTON BLVD.
LAS VEGAS, NV89135
Member of 10% Group
Signatures
Stephen J. Cloobeck 07/19/2016
Signature of Reporting Person Date
Stephen J. Cloobeck, Manager of Cloobeck Diamond Parent, LLC 07/19/2016
Signature of Reporting Person Date
Stephen J. Cloobeck, Co-Managing Trustee of the Chantal Cloobeck Separate Property Trust 07/19/2016
Signature of Reporting Person Date
Stephen J. Cloobeck, Manager of Cloobeck Companies, LLC 07/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Directly by Cloobeck Companies, LLC ("CCL") and indirectly by Stephen J. Cloobeck as the sole manager of CCL. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
( 2 )Directly by Cloobeck Diamond Parent, LLC ("CDP") and indirectly by Stephen J. Cloobeck as the sole manager of CDP. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
( 3 )Directly by The Chantal Cloobeck Separate Property Trust, a trust for the benefit of Mr. Cloobeck's spouse ("CCSPT"), and indirectly by Mr. Cloobeck as co-managing trustee of CCSPT with his spouse. Mr. Cloobeck disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
( 4 )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 CCL. In prior reports, Mr. Cloobeck 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. Cloobeck 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. Cloobeck in the DRPH Call Option.
( 5 )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 CCL. In prior reports, Mr. Cloobeck 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. Cloobeck 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. Cloobeck in the Third Party Call Option.

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