SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Cloobeck Stephen J

(Last) (First) (Middle)
10600 W. CHARLESTON BLVD

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Diamond Resorts International, Inc. [ DRII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/18/2014 S(1) 24,344 D $23.9614(2) 16,281,924 I See Footnote(3)
Common Stock 09/19/2014 S(1) 30,025 D $23.9626(4) 16,251,899 I See Footnote(3)
Common Stock 09/22/2014 S(1) 11,807 D $23.4237(5) 16,240,092 I See Footnote(3)
Common Stock 1,073,949 I See Footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Cloobeck Stephen J

(Last) (First) (Middle)
10600 W. CHARLESTON BLVD

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cloobeck Diamond Parent, LLC

(Last) (First) (Middle)
10600 W. CHARLESTON BLVD

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chantal Cloobeck Separate Property Trust

(Last) (First) (Middle)
10600 W. CHARLESTON BLVD

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
Explanation of Responses:
1. Represents open market sale of common stock pursuant to a previously disclosed "Rule 10b5-1 plan" established by the reporting person.
2. 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).
3. 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.
4. 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.
5. 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.
6. 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.
Remarks:
/s/ Jared T. Finkelstein, attorney-in-fact for Stephen J. Cloobeck 09/22/2014
Jared T. Finkelstein, attorney-in-fact for Cloobeck Diamond Parent, LLC 09/22/2014
Jared T. Finkelstein, attorney-in-fact for Chantal Cloobeck Separate Property Trust 09/22/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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