SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BAINUM BARBARA

(Last)

(First)

(Middle)

8171 MAPLE LAWN BLVD

SUITE 375

(Street)

FULTON

20759

(City)

(State)

(Zip)

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)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							1,292,840	I	See Footnote⁽¹⁾⁽⁷⁾
Common Stock							87,631	I	See Footnote⁽²⁾
Common Stock							557,840	I	See Footnote⁽³⁾
Common Stock	12/31/2010	12/31/2010	J	100,084	D	$0	229,498	I	See Footnote⁽⁴⁾⁽⁸⁾
Common Stock	12/31/2010	12/31/2010	J	305,599	D	$0	251,607	I	See Footnote⁽⁵⁾⁽⁸⁾
Common Stock	12/31/2010	12/31/2010	J	179,488	D	$0	98,584	I	See Footnote⁽⁶⁾⁽⁸⁾
Common Stock							1,175,000	I	See Footnote⁽⁷⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares owned by the Barbara Bainum Declaration of Trust (the "BB Trust") in which Ms. Bainum is the sole trustee and current beneficiary.

2. The proportionate interest of the BB Trust in shares (978,482) owned by Mid Pines Associates, L.P. ("Mid Pines"), in which the BB Trust has shared voting authority.

3. The proportionate interest of the BB Trust in shares (6,821,574) owned by Realty Investment, Co, Inc., a real estate investment and management company in which Ms. Bainum is a noncontrolling shareholder.

4. The proportionate interest of certain trusts in shares (978,482) owned by Mid Pines for the benefit of Ms. Bainum's nephews. Ms. Bainum is the sole trustee and her nephews are the beneficiaries. Beneficial ownership is disclaimed.

5. The proportionate interest in shares (6,821,574) owned by Realty Investment Company, Inc. in: a) a trust for the benefit of Ms. Bainum's nephew where Ms. Bainum is the sole trustee and her nephew is the beneficiary AND b) an UTMA account for the benefit of Ms. Bainum's nephew who is a minor. Beneficial ownership is disclaimed.

6. Shares owned by certain trusts for the benefit of Ms. Bainum's nephews. Ms. Bainum is the sole trustee and her nephews are the beneficiaries. Beneficial ownership is disclaimed.

7. The BB Trust contributed 1,175,000 shares to a Limited Liability Company. A portion of the Limited Liability Company was contributed to a Grantor Retained Annuity Trust.

8. Effective December 31, 2010 Ms. Bainum resigned as Trustee for certain trusts for the benefit of her nephews.

	Christine A. Shreve; Attorney-in-fact	02/10/2011
	** 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 Number.