0001181431-15-000815.txt : 20150109
0001181431-15-000815.hdr.sgml : 20150109
20150109161841
ACCESSION NUMBER: 0001181431-15-000815
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150107
FILED AS OF DATE: 20150109
DATE AS OF CHANGE: 20150109
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 BRUCE
CENTRAL INDEX KEY: 0001036806
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13393
FILM NUMBER: 15519185
MAIL ADDRESS:
STREET 1: 8171 MAPLE LAWN BLVD
STREET 2: SUITE 375
CITY: FULTON
STATE: MD
ZIP: 20759
4
1
rrd421323.xml
X0306
4
2015-01-07
0
0001046311
CHOICE HOTELS INTERNATIONAL INC /DE
CHH
0001036806
BAINUM BRUCE
8171 MAPLE LAWN BLVD
SUITE 375
FULTON
MD
20759
0
0
1
0
Common Stock
2015-01-07
2015-01-07
4
X
0
647964
53.86
A
2779685
I
See Footnote
Common Stock
130814
I
See Footnote
Common Stock
922095
I
See Footnote
Common Stock
306200
I
See Footnote
Common Stock
86130
I
See Footnote
Common Stock
1097313
I
See Footnote
Option
53.86
2015-01-07
2015-01-07
5
G
0
647964
0
A
2015-01-07
2015-03-07
Common Stock
647964
647964
D
Option
53.86
2015-01-07
2015-01-07
4
X
0
647964
0
D
2015-01-07
2015-03-07
Common Stock
647964
0
D
Shares owned by the Bruce Bainum Declaration of Trust ("Bruce Trust") for which Dr. Bainum is the sole trustee and current beneficiary. Shares remaining after exercise described in Note 7 and 8.
The proportionate interest of the Bruce Trust in shares (978,482) owned by Mid Pines Associates, L.P. ("Mid Pines") an entity in which the Bruce Trust has shared voting authority.
The proportionate interest of the Bruce Trust in shares (6,821,574) owned by Realty Investment Co. Inc., ("Realty") a family real estate investment and management company in which Dr. Bainum is a noncontrolling shareholder and shares voting authority. Realty owns Choice stock as well as other assets.
The proportionate interest in shares owned by Realty (6,821,574) of individual trusts for the benefit of Dr. Bainum's adult children for which Dr. Bainum is the trustee. Beneficial ownership is disclaimed.
The proportionate interest in shares owned by Mid Pines (978,482) of individual trusts for the benefit of Dr. Bainum's adult children for which Dr. Bainum is the trustee. Beneficial ownership is disclaimed.
The proportionate interest of Dr. Bainum, the Bruce Trust and a grantor retained annuity trust created by Dr. Bainum, in shares owned by Posadas Holdings, LLC, ("Posadas") a family investment entity in which Dr. Bainum shares voting authority.
The Reporting Person and his silblings, Stewart Bainum, Barbara Bainum and Roberta Bainum ("Siblings") received an option that terminated 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 an exercise of 647,964 shares was obtained on January 7, 2015 making the option exercisable through March 7, 2015.
On January 7, 2015, the Reporting Person exercised his option to acquire 647,964 shares.
Christine A. Shreve, Attorney-in-fact
2015-01-09