FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

WARREN ZACHARY D
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                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

100 WILSHIRE BOULEVARD, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

9/1/2016
(Street)

SANTA MONICA, CA 90401
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.01 par value per share   9/1/2016     U    23356   (1) D $30.25   (1) 12343   D    
Common Stock, $0.01 par value per share   9/2/2016     D    12343   (2) D $30.25   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  These shares of Common Stock were tendered in the tender offer launched by Dakota Merger Sub, Inc. on July 14, 2016, pursuant to the Agreement and Plan of Merger, dated as of June 29, 2016, by and among the Issuer, Dakota Parent, Inc. and Dakota Merger Sub, Inc. (the "Merger Agreement"), to purchase all of the issued and outstanding shares of the Issuer's Common Stock at a purchase price of $30.25 per share, net to the holders thereof, payable in cash, without interest, less any applicable tax withholding.
( 2)  Pursuant to the Merger Agreement, upon closing of the merger on September 2, 2016, these shares of Common Stock (which include 3,392 shares of deferred stock, 1,304 shares of unvested restricted stock, and 6,691 shares underlying restricted stock units, which become fully vested upon closing of the merger) were cancelled in exchange for a cash payment from the Issuer.

Remarks:
Exhibit List: The power of attorney filed as Exhibit 24.1 to the Form 3 filed by the reporting person on July 18, 2013 is incorporated herein by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WARREN ZACHARY D
100 WILSHIRE BOULEVARD
5TH FLOOR
SANTA MONICA, CA 90401
X



Signatures
/s/ Robert Saperstein, attorney-in-fact for Zachary D. Warren 9/6/2016
** 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).
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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