Statement of Changes in Beneficial Ownership (4)
July 19 2016 - 6:55PM
Edgar (US Regulatory)
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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).
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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
*
GUGGENHEIM CAPITAL LLC
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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)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
227 WEST MONROE, SUITE 4900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2016
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(Street)
CHICAGO, IL 60606
(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, $0.01 par value per share
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7/15/2016
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X
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1511808
(2)
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D
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$12.56
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7936889
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I
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See Footnotes
(4)
(5)
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Common Stock, $0.01 par value per share
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7/15/2016
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P
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630004
(2)
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A
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$30.14
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8566893
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I
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See Footnotes
(4)
(5)
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Common Stock, $0.01 par value per share
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7/15/2016
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X
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1511808
(2)
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D
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$12.56
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7055085
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I
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See Footnotes
(4)
(5)
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Common Stock, $0.01 par value per share
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7/15/2016
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P
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630004
(2)
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A
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$30.14
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7685089
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I
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See Footnotes
(4)
(5)
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Common Stock, $0.01 par value per share
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7/18/2016
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X
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1511808
(3)
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D
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$12.56
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6173281
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I
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See Footnotes
(4)
(5)
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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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Call Option (Obligation to Sell)
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$12.56
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7/11/2016
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E
(1)
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V
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2
(1)
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7/21/2011
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7/21/2016
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Common Stock, $0.01 par value per share
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2
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$0
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4535424
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I
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See Footnotes
(4)
(5)
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Call Option (Obligation to Sell)
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$12.56
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7/15/2016
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X
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1511808
(2)
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7/21/2011
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7/21/2016
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Common Stock, $0.01 par value per share
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1511808
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$0
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3023616
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I
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See Footnotes
(4)
(5)
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Call Option (Obligation to Sell)
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$12.56
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7/15/2016
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X
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1511808
(2)
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7/21/2011
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7/21/2016
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Common Stock, $0.01 par value per share
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1511808
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$0
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1511808
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I
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See Footnotes
(4)
(5)
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Call Option (Obligation to Sell)
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$12.56
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7/18/2016
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X
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1511808
(3)
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7/21/2011
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7/21/2016
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Common Stock, $0.01 par value per share
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1511808
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$0
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0
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I
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See Footnotes
(4)
(5)
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Explanation of Responses:
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(
1)
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On July 11, 2016, 1818 Partners, LLC distributed its fully-exercisable call option to purchase 4,535,426 shares of common stock, par value $0.01 per share, ("Shares") from DRP Holdco, LLC on a pro-rata basis to its three members (collectively, the "Members"). Each Member received a call option representing the right to acquire 1,511,808 Shares (each, a "Call Option"). The two remaining Shares underlying the call option with 1818 Partners, LLC were cancelled.
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(
2)
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On July 15, 2016, two Members exercised their Call Options on a cashless basis which, based on the $30.14 closing price of the Shares on July 15, 2016, resulted in each Member paying 630,004 Shares back to DRP Holdco, LLC in order to pay the exercise price for its Call Option.
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(
3)
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On July 18, 2016, one Member exercised its Call Option on a cash basis.
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(
4)
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These Shares are held directly by DRP Holdco, LLC. These Shares may be deemed to be beneficially owned by the following, each of whom is a Reporting Person: Guggenheim Partners Investment Management, LLC ("GPIM"), which, via its relationship with the managing members of DRP Holdco, LLC, whose unanimous consent is required for decisions regarding assets held by DRP Holdco, LLC and who have granted full investment discretion and voting authority to GPIM over their units in DRP Holdco, LLC, exercises complete voting and dispositive power over the Shares held by DRP Holdco, LLC; Guggenheim Partners Investment Management Holdings, LLC ("GPIMH"), as the majority owner of GPIM; Guggenheim Partners, LLC, as the majority indirect owner of GPIMH; and Guggenheim Capital, LLC, as the majority owner of Guggenheim Partners, LLC.
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(
5)
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Each of the Reporting Persons disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be construed as an admission that such Reporting Person is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
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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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GUGGENHEIM CAPITAL LLC
227 WEST MONROE
SUITE 4900
CHICAGO, IL 60606
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X
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Guggenheim Partners, LLC
227 WEST MONROE
SUITE 4900
CHICAGO, IL 60606
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X
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Guggenheim Partners Investment Management Holdings, LLC
330 MADISON AVENUE
NEW YORK, NY 10017
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X
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Guggenheim Partners Investment Management, LLC
100 WILSHIRE BOULEVARD, 5TH FLOOR
SANTA MONICA, CA 90401
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X
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Signatures
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Guggenheim Capital, LLC By: Robert Saperstein, Senior Managing Director /s/ Robert Saperstein
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7/19/2016
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**
Signature of Reporting Person
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Date
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Guggenheim Partners, LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Senior Managing Director /s/ Robert Saperstein
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7/19/2016
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Signature of Reporting Person
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Date
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Guggenheim Partners Investment Management Holdings LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Senior Managing Director /s/ Robert Saperstein
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7/19/2016
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Signature of Reporting Person
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Date
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Guggenheim Partners Investment Management, LLC By: Guggenheim Capital LLC, parent company By: Robert Saperstein, Senior Managing Director /s/ Robert Saperstein
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7/19/2016
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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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