FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 07/18/2013 |
3. Issuer Name and Ticker or Trading Symbol
Diamond Resorts International, Inc. [ DRII ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1,407,157(1) | I | See footnotes(2) |
Common Stock | 753,092(1) | I | See footnotes(3) |
Common Stock | 512,686(1) | I | See footnotes(4) |
Common Stock | 490,687(1) | I | See footnotes(5) |
Common Stock | 102,765(1) | I | See footnotes(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Call Option (right to buy)(7) | (7) | 07/21/2016 | Common Stock | 4,535,426(1) | $12.56 | I | See footnotes(8) |
Call Option (right to buy)(9) | (9) | 07/21/2016 | Common Stock | 431,875(1) | $12.56 | I | See footnotes(8) |
Call Option (right to buy)(10) | (10) | 07/18/2023 | Common Stock | 1,212,585(1) | $14 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Represents shares of Common Stock being issued immediately prior to the closing of the initial public offering of the Common Stock in exchange for units of Diamond Resorts Parent, LLC. |
2. Directly by Best Amigos Partners, LLC ("BAP") and indirectly by Lowell D. Kraff as the sole manager of BAP. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
3. By Praesumo Partners, LLC ("Praesumo"). Mr. Kraff is the managing member of Praesumo. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
4. Directly by Diamond Oursurance, LLC ("Oursurance") and indirectly by Mr. Kraff as the sole manager of Oursurance. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
5. By Trivergance Diamond Sub, LLC ("TDS"). Mr. Kraff is the co-manager of an entity which is the sole manager of the sole member of TDS. In addition, pursuant to the terms of a nominee agreement, BAP has the right to control, and has the sole pecuniary interest in, 24,546 of such shares of Common Stock, and Mr. Kraff is the sole manager of BAP. Each of BAP and Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein. |
6. Directly by LDK Holdco, LLC ("LDK") and indirectly by Mr. Kraff as the managing member of the sole member of LDK. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
7. Represents a fully exercisable call option, dated as of July 21, 2011, to purchase shares of Common Stock from DRP Holdco, LLC. |
8. By 1818 Partners, LLC. Mr. Kraff is the managing member of one of the managing members of 1818 Partners, LLC. Mr. Kraff disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
9. Represents a fully exercisable call option, dated as of July 21, 2011, to purchase shares of Common Stock from third parties. |
10. Represents an option to purchase shares of Common Stock issued by the Issuer to Mr. Kraff. The option was fully vested on July 18, 2013, the grant date; provided that the option will terminate if the initial public offering of the Common Stock is not consummated within 15 business days following the grant date. |
Remarks: |
Each of the reporting persons has entered into a Stockholders Agreement, dated July 17, 2013, with other individuals and entities becoming stockholders of Diamond Resorts International, Inc. (the "Issuer"). Pursuant to the Stockholders Agreement, each of the parties thereto has agreed to cause the shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") held by such party to be voted, at any meeting of stockholders called for such purpose, for the individuals nominated by the Issuer's board of directors for election to the Issuer's board of directors. As a result of the Stockholders Agreement, the parties thereto constitute a "group" (as such term is defined in Section 13(d)(3) of the Securities Exchange Act, as amended ("Exchange Act"), and Rule 13d-5 promulgated thereunder). Each of the reporting persons disclaims beneficial ownership of the shares of Common Stock held by members of such group, 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. |
/s/ Jared T. Finkelstein, attorney-in-fact for Lowell D. Kraff | 07/18/2013 | |
/s/ Jared T. Finkelstein, attorney-in-fact for Best Amigos Partners, LLC | 07/18/2013 | |
/s/ Jared T. Finkelstein, attorney-in-fact for Diamond Oursurance, LLC | 07/18/2013 | |
/s/ Jared T. Finkelstein, attorney-in-fact for LDK Holdco, LLC | 07/18/2013 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |