Statement of Changes in Beneficial Ownership (4)
May 21 2015 - 6:28PM
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
*
BERKMAN DAVID 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
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
10600 W. CHARESTON BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2015
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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)
_
X
_ Form filed by One Reporting Person
___ 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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5/19/2015
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A
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11471
(1)
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A
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$32.69
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56099
(2)
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D
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Common Stock
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5/19/2015
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A
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4436
(3)
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A
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$32.69
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60535
(2)
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D
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Common Stock
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60000
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I
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See Footnote
(4)
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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 restricted stock units granted to the reporting person, each representing a contingent right to receive one share of common stock. The restricted stock units vest in 12 equal installments on each of the first 12 quarterly anniversaries of the grant date, and the shares will be delivered to the reporting person on the earlier of January 1, 2018, the 90th day following the date he ceases to be a Director and the date of a change in control (as defined).
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(
2)
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Includes 6,180 unvested shares of restricted stock previously granted to the reporting person.
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(
3)
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Represents shares of common stock issued in lieu of annual board and board committee retainer fees, the delivery to the reporting person of which has been deferred until the earlier of January 1, 2018, the 90th day following the date he ceases to be a Director and the date of a change in control (as defined).
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(
4)
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Directly by The 2006 Berkman Trust for David J. Berkman Family (the "Berkman Trust") and indirectly by David J. Berkman as co-trustee of the Berkman Trust. Mr. Berkman 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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BERKMAN DAVID J
10600 W. CHARESTON BLVD
LAS VEGAS, NV 89135
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X
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Signatures
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/s/Jared T. Finkelstein, attorney in fact for David J. Berkman
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5/21/2015
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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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