0001181431-14-032290.txt : 20140918
0001181431-14-032290.hdr.sgml : 20140918
20140918162855
ACCESSION NUMBER: 0001181431-14-032290
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140917
FILED AS OF DATE: 20140918
DATE AS OF CHANGE: 20140918
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHOICE HOTELS INTERNATIONAL INC /DE
CENTRAL INDEX KEY: 0001046311
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 521209792
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1 CHOICE HOTELS CIRCLE
STREET 2: SUITE 400
CITY: ROCKVILLE
STATE: MD
ZIP: 20850
BUSINESS PHONE: 3015925181
MAIL ADDRESS:
STREET 1: 1 CHOICE HOTELS CIRCLE
STREET 2: SUITE 400
CITY: ROCKVILLE
STATE: MD
ZIP: 20850
FORMER COMPANY:
FORMER CONFORMED NAME: CHOICE HOTELS FRANCHISING INC
DATE OF NAME CHANGE: 19971118
FORMER COMPANY:
FORMER CONFORMED NAME: CHOICE HOTELS INTERNATIONAL INC/
DATE OF NAME CHANGE: 19971022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAINUM STEWART JR
CENTRAL INDEX KEY: 0001034261
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13393
FILM NUMBER: 141110317
MAIL ADDRESS:
STREET 1: 8171 MAPLE LAWN BLVD
STREET 2: SUITE 375
CITY: FULTON
STATE: MD
ZIP: 20759
4
1
rrd415723.xml
X0306
4
2014-09-17
0
0001046311
CHOICE HOTELS INTERNATIONAL INC /DE
CHH
0001034261
BAINUM STEWART JR
8171 MAPLE LAWN BLVD
SUITE 375
FULTON
MD
20759
1
1
1
0
Chairman
Common Stock
2014-09-17
2014-09-17
4
X
0
666964
51.78
A
666964
D
Common Stock
2014-09-17
2014-09-17
4
D
0
333482
51.78
D
0
D
Common Stock
1948342
I
See Footnote
Common Stock
126035
I
See Footnote
Common Stock
1023065
I
See Footnote
Common Stock
10879
I
See Footnote
Common Stock
447
I
See Footnote
Common Stock
1644000
I
See Footnote
Common Stock
1508
I
See Footnote
Option
51.78
2014-09-17
2014-09-17
5
G
0
666964
0
A
2014-09-17
2014-10-03
Common Stock
666964
666964
D
Option
51.78
2014-09-17
2014-09-17
4
X
0
666964
0
D
2014-09-17
2014-10-03
Common Stock
666964
0
D
Shares owned by Stewart Bainum Jr. Declaration of Trust ("Stewart Bainum Jr. Trust") in which Mr. Bainum, Jr. is the sole trustee and current beneficiary. Shares remaining after exercise and sales described in Notes 8 and 9 were contributed to the Stewart Bainum Jr. Trust.
The proportionate interest of the Stewart Bainum, Jr. Trust in shares (978,482) owned by Mid Pines Associates, L.P.("Mid Pines"), an entity in which the Stewart Bainum Jr. Trust has shared voting authority.
The proportionate interest of the Stewart Bainum, Jr. Trust in shares (6,821,574) owned by Realty Investment Company, Inc. ("Realty") a family real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder and has shared voting authority. Realty owns Choice stock as well as other assets.
Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan.
Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Savings and Investment Plan.
Shares in Leeds Creek Holdings, LLC, an entity in which the Stewart Bainum Jr. Trust is the sole owner and managing member.
The proportionate interest of a revocable trust for Mr. Bainum, Jr's adult child in shares (6,821,574) owned by Realty. Beneficial ownership is disclaimed.
The Reporting Person and his siblings, Bruce Bainum, Barbara Bainum and Roberta Bainum ("Siblings") received an option that terminates on November 12, 2014 to acquire, subject to probate court approval, up to a total of 2,667,853 shares of the Issuer at fair market value from the Stewart Bainum Declaration of Trust, a trust whose beneficiary is the estate of their father, Stewart Bainum. The option is exercisable for 60 days after obtaining probate court approval. The exercise price of the option is dependent on knowing the date of exercise. On June 13, 2014, the Siblings entered into an agreement as a result of which the Reporting Person has the right to acquire up to 666,964 of the optioned shares. Probate court approval for the exercise of the 666,964 shares was obtained on August 5, 2014 making the option exercisable through October 3, 2014.
On September 17, 2014, the Reporting Person exercised his option to acquire 666,964 shares. On the same day, the Reporting Person sold 333,482 of the shares acquired to the Issuer in a private transaction approved by the Board of Directors of the Issuer at an exercise price determined at such time, which is based on the previous day's average of the high/low of the stock price.
Christine A. Shreve, Attorney-in-fact
2014-09-18