Choice Hotels International Inc.

12/02/2024 | Press release | Distributed by Public on 12/02/2024 12:38

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BAINUM ROBERTA
2. Issuer Name and Ticker or Trading Symbol
CHOICE HOTELS INTERNATIONAL INC /DE [CHH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8171 MAPLE LAWN BLVD, SUITE 375
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2024
(Street)
FULTON, MD 20759
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 05/20/2024 J V 95,722 A $ 0 2,258,171 I See Footnote(1)
Common Stock 08/30/2024 J V 207,262 A $ 0 2,465,433 I See Footnote(2)
Common Stock 11/20/2024 J V 5,000 A $ 0 2,470,433 I See Footnote(3)
Common Stock 11/20/2024 J V 5,000 D $ 0 0 I See Footnote(3)
Common Stock 05/20/2024 J V 95,722 D $ 0 0 I See Footnote(1)
Common Stock 06/28/2024 J V 9,850 D $ 0 0 I See Footnote(4)
Common Stock 11/30/2024 S 322,652 D $ 0 652,845 I See Footnote(5)
Common Stock 08/30/2024 J V 229,859 D $ 0 0 I See Footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAINUM ROBERTA
8171 MAPLE LAWN BLVD
SUITE 375
FULTON, MD 20759
X

Signatures

Christine A. Shreve, POA 12/02/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares owned by the Roberta Bainum Declaration of Trust ("Roberta Bainum Trust") for which Ms. Bainum is the sole trustee and current beneficiary. Shares were distributed from Mid Pines Associates, L.P. as a result of the dissolution and liquidation of the Partnership.
(2) Shares owned by the Roberta Bainum Trust for which Ms. Bainum is the sole trustee and current beneficiary. Shares were distributed from a Grantor Retained Annuity Trust to Ms. Bainum and a trust for her descendants.
(3) Shares owned by the Roberta Bainum Trust for which Ms. Bainum is the sole trustee and current beneficiary. Shares were distributed from Sweetwater Holdings, LLC, a family investment entity in which Ms. Bainum shares voting authority.
(4) The proportionate interest in shares owned by White Oak Legacy, Inc. ("White Oak Legacy") (6,821,574) of an individual trust for the benefit of Ms. Bainum's adult son for which Ms. Bainum is the trustee. Beneficial ownership is disclaimed. Shares were distributed to Ms. Bainum's adult son.
(5) The proportionate interest of the Roberta Bainum Trust in shares owned by White Oak Legacy (6,821,574), an investment company in which Ms. Bainum is a noncontrolling shareholder and shares voting authority. White Oak Legacy owns Choice stock as well as other assets and liabilities. Ms. Bainum sold a portion of her stock in White Oak Legacy to trusts for the benefit of her descendants for $35.2M
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.