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Diamond Resorts International, Inc. 4

Accession 0000899243-16-025317

CIK 0001566897operating
View on SEC.govCompany Profile

Filed

Jul 18, 8:00 PM ET

Accepted

Jul 19, 4:46 PM ET

Size

22.4 KB

Accession

0000899243-16-025317

Insider Transaction Report

Form 4
Period: 2016-07-15
Diamond Resorts International, Inc.DRII
Chautauqua IIA, LLC
Other
Transactions
  • Exercise of In-Money

    Call Option (right to buy)

    2016-07-19−143,958→ 0 total(indirect: See Footnote)
    Exercise: $12.56Exp: 2016-07-21→ Common Stock (143,958 underlying)
  • Exercise of In-Money

    Call Option (right to buy)

    2016-07-15−1,511,808→ 0 total(indirect: See Footnote)
    Exercise: $12.56Exp: 2016-07-21→ Common Stock (1,511,808 underlying)
  • Exercise of In-Money

    Common Stock

    2016-07-19$12.56/sh+143,958$1,808,112→ 3,699,560 total(indirect: See Footnote)
  • Sale

    Common Stock

    2016-07-15$30.14/sh−630,004$18,988,321→ 3,555,602 total(indirect: See Footnote)
  • Exercise of In-Money

    Common Stock

    2016-07-15$12.56/sh+1,511,808$18,988,308→ 4,185,606 total(indirect: See Footnote)
Holdings

  • Common Stock

    (indirect: See Footnote)
    616,647

  • Common Stock

    (indirect: See Footnote)
    616,647
Chautauqua IIB, LLC
Other
Transactions
  • Exercise of In-Money

    Common Stock

    2016-07-15$12.56/sh+1,511,808$18,988,308→ 4,185,606 total(indirect: See Footnote)
  • Exercise of In-Money

    Common Stock

    2016-07-19$12.56/sh+143,958$1,808,112→ 3,699,560 total(indirect: See Footnote)
  • Sale

    Common Stock

    2016-07-15$30.14/sh−630,004$18,988,321→ 3,555,602 total(indirect: See Footnote)
  • Exercise of In-Money

    Call Option (right to buy)

    2016-07-19−143,958→ 0 total(indirect: See Footnote)
    Exercise: $12.56Exp: 2016-07-21→ Common Stock (143,958 underlying)
  • Exercise of In-Money

    Call Option (right to buy)

    2016-07-15−1,511,808→ 0 total(indirect: See Footnote)
    Exercise: $12.56Exp: 2016-07-21→ Common Stock (1,511,808 underlying)
Holdings

  • Common Stock

    (indirect: See Footnote)
    616,647

  • Common Stock

    (indirect: See Footnote)
    616,647
Chautauqua Management, LLC
Other
Transactions
  • Exercise of In-Money

    Common Stock

    2016-07-15$12.56/sh+1,511,808$18,988,308→ 4,185,606 total(indirect: See Footnote)
  • Exercise of In-Money

    Common Stock

    2016-07-19$12.56/sh+143,958$1,808,112→ 3,699,560 total(indirect: See Footnote)
  • Exercise of In-Money

    Call Option (right to buy)

    2016-07-19−143,958→ 0 total(indirect: See Footnote)
    Exercise: $12.56Exp: 2016-07-21→ Common Stock (143,958 underlying)
  • Sale

    Common Stock

    2016-07-15$30.14/sh−630,004$18,988,321→ 3,555,602 total(indirect: See Footnote)
  • Exercise of In-Money

    Call Option (right to buy)

    2016-07-15−1,511,808→ 0 total(indirect: See Footnote)
    Exercise: $12.56Exp: 2016-07-21→ Common Stock (1,511,808 underlying)
Holdings

  • Common Stock

    (indirect: See Footnote)
    616,647

  • Common Stock

    (indirect: See Footnote)
    616,647
Palmer David F
DirectorPresident, CEO10% Owner
Transactions
  • Exercise of In-Money

    Common Stock

    2016-07-15$12.56/sh+1,511,808$18,988,308→ 4,185,606 total(indirect: See Footnote)
  • Exercise of In-Money

    Common Stock

    2016-07-19$12.56/sh+143,958$1,808,112→ 3,699,560 total(indirect: See Footnote)
  • Exercise of In-Money

    Call Option (right to buy)

    2016-07-19−143,958→ 0 total(indirect: See Footnote)
    Exercise: $12.56Exp: 2016-07-21→ Common Stock (143,958 underlying)
  • Sale

    Common Stock

    2016-07-15$30.14/sh−630,004$18,988,321→ 3,555,602 total(indirect: See Footnote)
  • Exercise of In-Money

    Call Option (right to buy)

    2016-07-15−1,511,808→ 0 total(indirect: See Footnote)
    Exercise: $12.56Exp: 2016-07-21→ Common Stock (1,511,808 underlying)
Holdings

  • Common Stock

    (indirect: See Footnote)
    616,647

  • Common Stock

    (indirect: See Footnote)
    616,647
Footnotes (6)
  • [F1]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.
  • [F2]On July 15, 2016, CML exercised the DRPH Call Option (defined below) to purchase an aggregate of 1,511,808 shares of Common Stock for an exercise price of $12.56 per share. CML exercised the DRPH Call Option pursuant to the "cashless exercise" provision thereof, resulting in DRPH (defined below) withholding an aggregate of 630,004 of the shares of Common Stock underlying the DRPH Call Option to pay the aggregate exercise price of $18,988,308 and issuing to CML the remaining 881,804 shares.
  • [F3]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.
  • [F4]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.
  • [F5]Reflects a fully-exercisable call option, dated as of July 11, 2016 (the "DRPH Call Option"), to purchase 1,511,808 shares of Common Stock from DRP Holdco LLC ("DRPH"), which option was received pursuant to a pro-rata distribution from 1818 Partners, LLC to its members, including CML. In prior reports, each of Mr. Palmer and CML reported indirect beneficial ownership of a fully-exercisable call option effective as of July 21, 2011, to purchase 4,535,426 shares of Common Stock at an exercise price of $12.56 per share and, in each case, Mr. Palmer and CML disclaimed beneficial ownership of the reported securities to the extent of his or its pecuniary interest therein. The distribution did not effect any change in the pecuniary interest of Mr. Palmer or CML in the DRPH Call Option.
  • [F6]Reflects a fully-exercisable call option, dated as of July 11, 2016, to purchase 143,958 shares of Common Stock from third parties, which option was received pursuant to a pro-rata distribution from 1818 Partners, LLC to its members, including CML. In prior reports, each of Mr. Palmer and CML reported indirect beneficial ownership of a fully-exercisable call option effective as of July 21, 2011 (the "Third Party Call Option"), to purchase 431,875 shares of Common Stock at an exercise price of $12.56 per share and, in each case, Mr. Palmer and CML disclaimed beneficial ownership of the reported securities to the extent of his or its pecuniary interest therein. The distribution did not effect any change in the pecuniary interest of Mr. Palmer or CML in the Third Party Call Option.

Documents

1 file

Issuer

Diamond Resorts International, Inc.

CIK 0001566897

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001566897

Filing Metadata

Form type
4
Filed
Jul 18, 8:00 PM ET
Accepted
Jul 19, 4:46 PM ET
Size
22.4 KB
View on SEC.gov