Amended Statement of Beneficial Ownership (sc 13d/a)
03 9월 2016 - 1:50AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Diamond
Resorts International, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
25272T 104
(CUSIP
Number)
Lisa M. Gann
10600 West Charleston Boulevard
Las Vegas, NV 89135
(702) 684-8000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 2, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box
¨
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Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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(Continued on following pages)
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CUSIP No. 25272T104
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13D/A
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Page
2
of 4 Pages
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1
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Names of
reporting persons
Lisa M. Gann
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
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6
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Citizenship or place of
organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
0
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8
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Shared voting power
0
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9
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Sole dispositive power
0
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10
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Shared dispositive power
0
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11
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Aggregate amount beneficially owned by each reporting person
0
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
IN
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CUSIP No. 25272T104
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13D/A
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Page
3
of 4 Pages
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This Amendment No. 2 to Schedule 13D (this Amendment No. 2) relates to the common
stock, par value $0.01 per share (the Common Stock), of Diamond Resorts International, Inc. (the Issuer), and amends the Schedule 13D filed by Lisa M. Gann (the Reporting Person) with the Securities and Exchange
Commission on August 5, 2013, as amended by Amendment No. 1 to such Schedule 13D filed on August 18, 2014 (as so amended, the Schedule 13D). The address of the principal executive offices of the Issuer is 10600 West
Charleston Boulevard, Las Vegas, Nevada 89135.
This Amendment No. 2 is being filed by the Reporting Person to furnish the additional information set
forth herein. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings ascribed to them in
the Schedule 13D.
Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended by adding the following:
On June 29, 2016, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with Dakota Parent, Inc., a Delaware
corporation (Parent), and Dakota Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), providing for the acquisition of the Issuer by Parent in a two-step all cash transaction,
consisting of a tender offer (the Offer), followed by a subsequent back-end merger of Merger Sub with and into the Issuer (the Merger), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. On
July 14, 2016, Merger Sub commenced the Offer and, on September 2, 2016, the Offer was consummated and the Merger was effected. Parent and Merger Sub are affiliates of certain funds managed by affiliates of Apollo Global Management, LLC.
In connection with the Offer, the Reporting Person tendered, and Purchaser accepted, an aggregate of 12,962 shares of Common Stock for a purchase price
of $30.25 per share, without interest and less any applicable withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2016. Pursuant to the Merger Agreement, each of the options held by
the Reporting Person, representing the right to purchase an aggregate of 170,000 shares of Common Stock, was canceled as of the effective time of the Merger (the Effective Time) and converted into the right to receive a lump-sum cash
payment promptly after the Effective Time equal to the product of (i) the number of shares underlying such option and (ii) the excess, if any, of the merger consideration per share over the exercise price per share of such option, without
interest and less any applicable withholding tax.
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) of the Schedule 13D are hereby amended and
restated as follows:
(a)-(b) As a result of the consummation of the Offer and the closing of the Merger described in Item 4 of this
Amendment No. 2, none of the Reporting Person or any of the other members of the group formed as a result of the Stockholders Agreement beneficially owns, or has any voting power or dispositive power over, any shares of the Issuer.
(c) No transactions in the Common Stock have been effected by the Reporting Person within the past 60 days, except as disclosed under Item 4 of this
Amendment No. 2, which disclosure is incorporated herein by reference.
Item 5(e) of the Schedule 13D is hereby amended and restated as
follows:
(e) On September 2, 2016, as a result of the transactions described in Item 4 of this Amendment No. 2, the Reporting Person
ceased to be the beneficial owner of more than 5% of the Common Stock.
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CUSIP No. 25272T104
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13D/A
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Page
4
of 4 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 2, 2016
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/s/ Jared T. Finkelstein, attorney-in-fact for Lisa M. Gann
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Jared T. Finkelstein, attorney-in-fact for Lisa M. Gann
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DIAMOND RESORTS INTERNATIONAL, I (NYSE:DRII)
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DIAMOND RESORTS INTERNATIONAL, I (NYSE:DRII)
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