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DRII Diamond Resorts International, Inc.

30.22
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Diamond Resorts International, Inc. NYSE:DRII NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 30.22 0 01:00:00

Amended Statement of Beneficial Ownership (3/a)

26/07/2013 11:29pm

Edgar (US Regulatory)


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
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hours per response...
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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
                      

1. Name and Address of Reporting Person *

Palmer David F

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/18/2013 

3. Issuer Name and Ticker or Trading Symbol

Diamond Resorts International, Inc. [DRII]

(Last)        (First)        (Middle)

10600 WEST CHARLESTON BOULEVARD

4. 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 /

(Street)

LAS VEGAS, NV 89135       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

7/18/2013 

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 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   2673798   (1) (2) I   See Footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

Explanation of Responses:
( 1)  Represents shares of Common Stock 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)  400,000 of these shares were inadvertently omitted from the reporting person's original Form 3.
( 3)  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.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Palmer David F
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV 89135
X X President, CEO
Chautauqua Management, LLC
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV 89135



Member of 10% Group
Chautauqua IIA, LLC
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV 89135



Member of 10% Group
Chautauqua IIB, LLC
10600 WEST CHARLESTON BOULEVARD
LAS VEGAS, NV 89135



Member of 10% Group

Signatures
/s/ Jared T. Finkelstein, attorney-in-fact for David F. Palmer 7/26/2013
** Signature of Reporting Person Date

/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua Management, LLC 7/26/2013
** Signature of Reporting Person Date

/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIA, LLC 7/26/2013
** Signature of Reporting Person Date

/s/ Jared T. Finkelstein, attorney-in-fact for Chautauqua IIB, LLC 7/26/2013
** 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 control number.

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