UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to Rule 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Diamond Resorts International, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
25272T104
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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13G/A |
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CUSIP No. 25272T104 |
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Page
2
of 12 Pages |
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1 |
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Names of reporting person: Timeshare Acquisitions, LLC |
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Check the appropriate box if a
member of a group (see instructions)
(a) ¨ (b) x |
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SEC use only
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4 |
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Citizenship or place of
organization State of
Delaware |
Number of
shares
beneficially
owned by
each
reporting
person
with |
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5 |
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Sole voting power
0 shares |
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6 |
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Shared voting power
0 shares |
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7 |
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Sole dispositive power
0 shares |
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8 |
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Shared dispositive power
0 shares |
9 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
10 |
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions) ¨ |
11 |
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Percent of class represented by
amount in Row (9) 0.0% |
12 |
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Type of reporting person (see
instructions) OO |
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13G/A |
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CUSIP No. 25272T104 |
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Page
3
of 12 Pages |
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1 |
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Names of reporting person: TAC Sponsor LLC |
2 |
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Check the appropriate box if a
member of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Citizenship or place of
organization State of
Delaware |
Number of
shares
beneficially
owned by
each
reporting
person
with |
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5 |
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Sole voting power
0 shares |
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6 |
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Shared voting power
0 shares |
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7 |
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Sole dispositive power
0 shares |
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8 |
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Shared dispositive power
0 shares |
9 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
10 |
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions) ¨ |
11 |
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Percent of class represented by
amount in Row (9) 0.0% |
12 |
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Type of reporting person (see
instructions) OO |
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13G/A |
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CUSIP No. 25272T104 |
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Page
4
of 12 Pages |
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Names of reporting person: Homewood IOI, LLC |
2 |
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Check the appropriate box if a
member of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Citizenship or place of
organization State of
Delaware |
Number of
shares
beneficially
owned by
each
reporting
person
with |
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5 |
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Sole voting power
0 shares |
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6 |
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Shared voting power
0 shares |
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7 |
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Sole dispositive power
0 shares |
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8 |
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Shared dispositive power
0 shares |
9 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
10 |
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions) ¨ |
11 |
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Percent of class represented by
amount in Row (9) 0.0% |
12 |
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Type of reporting person (see
instructions) OO |
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13G/A |
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CUSIP No. 25272T104 |
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Page
5
of 12 Pages |
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1 |
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Names of reporting person: Douglas Teitelbaum |
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Check the appropriate box if a
member of a group (see instructions)
(a) ¨ (b) x |
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SEC use only
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4 |
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Citizenship or place of
organization United States of
America |
Number of
shares
beneficially
owned by
each
reporting
person
with |
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5 |
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Sole voting power
0 shares |
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6 |
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Shared voting power
0 shares |
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7 |
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Sole dispositive power
0 shares |
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8 |
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Shared dispositive power
0 shares |
9 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
10 |
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions) ¨ |
11 |
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Percent of class represented by
amount in Row (9) 0.0% |
12 |
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Type of reporting person (see
instructions) IN |
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13G/A |
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CUSIP No. 25272T104 |
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Page
6
of 12 Pages |
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Names of reporting person: Alden Global Value Recovery Master Fund, L.P. |
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Check the appropriate box if a
member of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Citizenship or place of
organization Cayman Islands |
Number of
shares
beneficially
owned by
each
reporting
person
with |
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5 |
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Sole voting power
0 shares |
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6 |
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Shared voting power
0 shares |
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7 |
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Sole dispositive power
0 shares |
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8 |
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Shared dispositive power
0 shares |
9 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
10 |
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions) ¨ |
11 |
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Percent of class represented by
amount in Row (9) 0.0% |
12 |
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Type of reporting person (see
instructions) PN |
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13G/A |
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CUSIP No. 25272T104 |
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Page
7
of 12 Pages |
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Names of reporting person: Alden Global Capital Limited |
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Check the appropriate box if a
member of a group (see instructions)
(a) ¨ (b) x |
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SEC use only
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4 |
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Citizenship or place of
organization Jersey (Channel
Islands) |
Number of
shares
beneficially
owned by
each
reporting
person
with |
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5 |
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Sole voting power
0 shares |
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6 |
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Shared voting power
0 shares |
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7 |
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Sole dispositive power
0 shares |
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8 |
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Shared dispositive power
0 shares |
9 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
10 |
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions) ¨ |
11 |
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Percent of class represented by
amount in Row (9) 0.0% |
12 |
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Type of reporting person (see
instructions) CO |
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13G/A |
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CUSIP No. 25272T104 |
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Page
8
of 12 Pages |
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Names of reporting person: Alden Global Capital LLC |
2 |
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Check the appropriate box if a
member of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Citizenship or place of
organization State of
Delaware |
Number of
shares
beneficially
owned by
each
reporting
person
with |
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5 |
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Sole voting power
0 shares |
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6 |
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Shared voting power
0 shares |
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7 |
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Sole dispositive power
0 shares |
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8 |
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Shared dispositive power
0 shares |
9 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
10 |
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions) ¨ |
11 |
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Percent of class represented by
amount in Row (9) 0.0% |
12 |
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Type of reporting person (see
instructions) OO |
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13G/A |
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CUSIP No. 25272T104 |
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Page
9
of 12 Pages |
Item 1(a). |
Name of Issuer: |
Diamond Resorts International, Inc.
Item 1(b). |
Address of Issuers Principal Executive Offices: |
10600 West Charleston Boulevard, Las Vegas, Nevada 89135
Item 2(a). |
Name of Persons Filing: |
This Schedule 13G is being filed by Timeshare Acquisitions, LLC, TAC Sponsor LLC, Homewood IOI, LLC, Douglas Teitelbaum, Alden Global Value Recovery Master Fund, L.P., Alden Global Capital Limited and
Alden Global Capital LLC (individually a Reporting Person and collectively the Reporting Persons).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed
to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Act of 1933, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting
Persons are a group or have agreed to act as a group.
Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of each of Timeshare Acquisitions, LLC, TAC Sponsor LLC, Homewood IOI, LLC and Douglas Teitelbaum is c/o Homewood Capital LLC, 641 5th Avenue PH4, New York, NY
10022.
The address of the principal business office of Alden Global Value Recovery Master Fund, L.P. is 89 Nexus Way, Camana
Bay, Grand Cayman, KY1-9007, Cayman Islands.
The address of the principal business office of Alden Global Capital Limited is
Third Floor, One Waverley Place, Union Street, St. Helier, Jersey JE2 3RF.
The address of the principal business
office of Alden Global Capital LLC is 885 Third Avenue, 34th Floor, New York, NY 10022.
Each
of Timeshare Acquisitions, LLC, TAC Sponsor LLC, Homewood IOI, LLC and Alden Global Capital LLC is a limited liability company organized under the laws of the State of Delaware. Alden Global Value Recovery Master Fund, L.P. is an exempted limited
partnership organized under the laws of the Cayman Islands. Alden Global Capital Limited is a corporation organized under the laws of Jersey (Channel Islands). Mr. Teitelbaum is a United States citizen.
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13G/A |
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CUSIP No. 25272T104 |
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Page
10
of 12 Pages |
Item 2(d). |
Title of Class of Securities: |
Common Stock, par value $0.01 per share (the Common Stock)
25272T104
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
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A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G). |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) |
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). |
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(k) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
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Not Applicable. |
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(a) |
Amount beneficially owned: |
0 shares for each Reporting Person
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13G/A |
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CUSIP No. 25272T104 |
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Page
11
of 12 Pages |
0.0%
for each Reporting Person
The foregoing percentage is calculated using the 75,660,588 shares of Common Stock outstanding as of
October 31, 2014, as disclosed in Diamond Resorts International, Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission on November 4, 2014.
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(c) |
Number of shares as to which such person has: |
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(i) |
sole power to vote or to direct the vote: |
0 shares for each Reporting Person
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(ii) |
shared power to vote or to direct the vote: |
0 shares for each Reporting Person
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(iii) |
sole power to dispose or to direct the disposition of: |
0 shares for each Reporting Person
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CUSIP No. 25272T104 |
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Page
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of 12 Pages |
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(iv) |
shared power to dispose or to direct the disposition of: |
0 shares for each Reporting Person
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the
following x.
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
Not Applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not Applicable.
Item 9. |
Notice of Dissolution of Group. |
Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is
true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.
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Dated: February 2, 2015. |
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TIMESHARE ACQUISITIONS, LLC |
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By: |
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/s/ Douglas Teitelbaum |
Name: |
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Douglas Teitelbaum |
Title: |
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Chairman |
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TAC SPONSOR LLC |
By: |
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Homewood IOI, LLC |
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Its Manager |
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By: |
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/s/ Douglas Teitelbaum |
Name: |
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Douglas Teitelbaum |
Title: |
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Managing Member |
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HOMEWOOD IOI, LLC |
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By: |
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/s/ Douglas Teitelbaum |
Name: |
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Douglas Teitelbaum |
Title: |
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Managing Member |
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DOUGLAS TEITELBAUM |
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/s/ Douglas Teitelbaum |
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ALDEN GLOBAL VALUE RECOVERY MASTER FUND, L.P. |
By: |
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Alden Global Capital Limited |
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Its Investment Adviser |
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By: |
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Alden Global Capital LLC |
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Its Sub-adviser |
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By: |
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/s/ Jason Pecora |
Name: |
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Jason Pecora |
Title: |
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Managing Director |
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ALDEN GLOBAL CAPITAL LIMITED |
By: |
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Alden Global Capital LLC |
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Its Sub-adviser |
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By: |
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/s/ Jason Pecora |
Name: |
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Jason Pecora |
Title: |
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Managing Director |
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ALDEN GLOBAL CAPITAL LLC |
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By: |
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/s/ Jason Pecora |
Name: |
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Jason Pecora |
Title: |
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Managing Director |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing
agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
This agreement may
be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED this 2nd day of February 2015.
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TIMESHARE ACQUISITIONS, LLC |
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By: |
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/s/ Douglas Teitelbaum |
Name: |
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Douglas Teitelbaum |
Title: |
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Chairman |
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TAC SPONSOR LLC |
By: |
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Homewood IOI, LLC |
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Its Manager |
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By: |
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/s/ Douglas Teitelbaum |
Name: |
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Douglas Teitelbaum |
Title: |
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Managing Member |
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HOMEWOOD IOI, LLC |
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By: |
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/s/ Douglas Teitelbaum |
Name: |
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Douglas Teitelbaum |
Title: |
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Managing Member |
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DOUGLAS TEITELBAUM |
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/s/ Douglas Teitelbaum |
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ALDEN GLOBAL VALUE RECOVERY MASTER FUND, L.P. |
By: |
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Alden Global Capital Limited |
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Its Investment Adviser |
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By: |
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Alden Global Capital LLC |
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Its Sub-adviser |
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By: |
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/s/ Jason Pecora |
Name: |
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Jason Pecora |
Title: |
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Managing Director |
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ALDEN GLOBAL CAPITAL LIMITED |
By: |
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Alden Global Capital LLC |
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Its Sub-adviser |
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By: |
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/s/ Jason Pecora |
Name: |
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Jason Pecora |
Title: |
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Managing Director |
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ALDEN GLOBAL CAPITAL LLC |
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By: |
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/s/ Jason Pecora |
Name: |
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Jason Pecora |
Title: |
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Managing Director |
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