Statement of Changes in Beneficial Ownership (4)
September 22 2014 - 7:10PM
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
*
Cloobeck Stephen J
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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)
9/18/2014
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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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9/18/2014
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S
(1)
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24344
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D
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$23.9614
(2)
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16281924
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I
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See Footnote
(3)
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Common Stock
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9/19/2014
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S
(1)
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30025
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D
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$23.9626
(4)
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16251899
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I
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See Footnote
(3)
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Common Stock
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9/22/2014
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S
(1)
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11807
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D
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$23.4237
(5)
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16240092
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I
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See Footnote
(3)
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Common Stock
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1073949
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I
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See Footnote
(6)
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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 September 18, 2014 at prices ranging from $23.85 to $24.03. 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 ranges set forth in footnotes (2), (4) and (5).
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(
3)
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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.
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(
4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on September 19, 2014 at prices ranging from $23.74 to $24.06.
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(
5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on September 22, 2014 at prices ranging from $23.17 to $23.77.
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(
6)
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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.
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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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Cloobeck Stephen J
10600 W. CHARLESTON BLVD
LAS VEGAS, NV 89135
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X
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X
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Cloobeck Diamond Parent, LLC
10600 W. CHARLESTON BLVD
LAS VEGAS, NV 89135
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X
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Chantal Cloobeck Separate Property Trust
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 Stephen J. Cloobeck
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9/22/2014
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**
Signature of Reporting Person
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Date
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Jared T. Finkelstein, attorney-in-fact for Cloobeck Diamond Parent, LLC
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9/22/2014
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**
Signature of Reporting Person
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Date
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Jared T. Finkelstein, attorney-in-fact for Chantal Cloobeck Separate Property Trust
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9/22/2014
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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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