SEC FORM 4

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^*

HARRISON GREGORY A

(Last)

(First)

(Middle)

16209 KIMBERLY GROVE

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIAMONDHEAD CASINO CORP [ DHCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	12/31/2015		P		30,000	A	$0.1058	1,247,279	D
COMMON STOCK	02/10/2016		I		15,275⁽⁴⁾	A	$0	15,275⁽⁴⁾	I	ESOP Participant Account

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OPTION TO BUY COMMON STOCK⁽¹⁾	$1.25	03/11/2013		A			150,000	01/19/2013	10/27/2015	COMMON STOCK	150,000	$1.25	0	D
OPTION TO BUY COMMON STOCK⁽¹⁾	$1.25	09/16/2015		E		150,000		09/16/2015	03/13/2018	COMMON STOCK	150,000	$1.25	150,000	D
CONVERTIBLE PROMISSORY NOTE⁽²⁾	$0.5							03/31/2010	03/31/2020	COMMON STOCK	50,000		50,000	D
CONVERTIBLE DEBENTURE⁽³⁾	$0.3							03/31/2010	03/31/2020	COMMON STOCK	166,667		166,667	D

Explanation of Responses:

1. On September 16, 2015, the Board of Directors extended the expiration date of a previously awarded option to purchase common stock from October 27, 2015 to March 13, 2018.

2. The Convertible Promissory Note was due for repayment on March 31, 2012, but remains oustanding and, therefore, the convertible feature remains intact until the earlier of conversion or redemption of the note by the Company.

3. Conversion of the Convertible Debenture into common stock occurs automatically when certain conditions are met as more fully described in the Amended and Restated First Tranche Collateralized Convertible Senior Debenture issued as of March 31, 2014.

4. The Company recently updated its Trust accounting for the Employee Stock Ownership Plan for the years 2010 through 2014.

	/s/ GREGORY A. HARRISON	04/04/2016
	** 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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