Statement of Changes in Beneficial Ownership (4)
September 02 2016 - 1:14PM
Edgar (US Regulatory)
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FORM 4
[
X
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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
*
Palmer David F
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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
__
X
__ Officer (give title below)
_____ Other (specify below)
President, CEO
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(Last)
(First)
(Middle)
10600 WEST CHARLESTON BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/2/2016
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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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9/2/2016
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U
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3699560
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D
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$30.25
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0
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I
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See Footnote
(1)
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Common Stock
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9/2/2016
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U
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616647
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D
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$30.25
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0
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I
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See Footnote
(2)
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Common Stock
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9/2/2016
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U
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616647
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D
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$30.25
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0
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I
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See Footnote
(3)
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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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Stock Option (right to buy)
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$14.00
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9/2/2016
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D
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400000
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(4)
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7/18/2023
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Common Stock
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400000
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$16.25
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0
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D
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Stock Option (right to buy)
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$14.00
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9/2/2016
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D
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1073850
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(4)
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7/18/2023
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Common Stock
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1073850
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$16.25
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0
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D
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Explanation of Responses:
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(
1)
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Directly by Chautauqua Management, LLC ("CML") and indirectly by David F. Palmer as the sole manager of CML. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
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(
2)
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Directly by Chautauqua IIA, LLC ("CIIA") and indirectly by Mr. Palmer as investment manager of CIIA. Mr. Palmer disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
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(
3)
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Directly by Chautauqua IIB, LLC ("CIIB") and indirectly by Mr. Palmer's spouse, as investment manager of CIIB. Mr. Palmer 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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This option was canceled as of the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of June 29, 2016, by and among Dakota Parent, Inc., Dakota Merger Sub, Inc., and Diamond Resorts International, Inc. (the "Company") (the "Effective Time"), and converted into the right to receive a lump-sum cash payment promptly after the Effective Time equal to the product of (i) the number of shares underlying such option and (ii) the excess, if any, of the $30.25 merger consideration payable in the merger for each share of the Company's common stock over the exercise price per share of such option, without interest and less any applicable withholding tax.
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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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Palmer David F
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV 89135
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X
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X
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President, CEO
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Chautauqua Management, LLC
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV 89135
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Member of 10% Group
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Chautauqua IIA, LLC
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV 89135
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Member of 10% Group
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Chautauqua IIB, LLC
10600 WEST CHARLESTON BOULEVARD
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 David F. Palmer
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9/2/2016
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**
Signature of Reporting Person
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Date
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/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua Management, LLC
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9/2/2016
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**
Signature of Reporting Person
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Date
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/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIA, LLC
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9/2/2016
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**
Signature of Reporting Person
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Date
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/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIB, LLC
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9/2/2016
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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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