SEC FORM 4

SEC Form 4

FORM 4

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

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

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

1. Name and Address of Reporting Person^*

BAINUM STEWART JR

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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								126,036	I	See Footnote⁽²⁾
Common Stock								123,298	I	See Footnote⁽³⁾
Common Stock								1,446,156	I	See Footnote⁽⁴⁾
Common Stock								13,032	I	See Footnote⁽⁶⁾
Common Stock								257,183	I	See Footnote⁽⁷⁾
Common Stock								7,383	I	See Footnote⁽⁵⁾
Common Stock								304	I	See Footnote⁽¹⁰⁾
Common Stock	11/18/2008	11/18/2008	M		5,000	A	$6.3125	3,294,860	I	See Footnote⁽¹⁾⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		15,000	A	$6.3125	3,309,860	I	See Footnote⁽¹⁾⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		5,000	A	$8.375	3,314,860	I	See Footnote⁽¹⁾⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		15,000	A	$8.375	3,329,860	I	See Footnote⁽¹⁾⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		5,000	A	$7.315	3,334,860	I	See Footnote⁽¹⁾⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		15,000	A	$7.315	3,349,860	I	See Footnote⁽¹⁾⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		5,000	A	$13.055	3,354,860	I	See Footnote⁽¹⁾⁽¹¹⁾

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)	Code	V	(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)
Non-Qualified Stock Options	$6.3125⁽⁹⁾	11/18/2008	11/18/2008	M			15,000	02/01/2004⁽⁹⁾	02/01/2009⁽⁹⁾	Common	0⁽⁹⁾	$94,687	35,000⁽¹¹⁾	D
Non-Qualified Stock Options	$8.375⁽⁹⁾	11/18/2008	11/18/2008	M			15,000	02/07/2005⁽⁹⁾	02/07/2010⁽⁹⁾	Common	0⁽⁹⁾	$125,625	20,000⁽¹¹⁾	D
Non-Qualified Stock Options	$7.315⁽⁹⁾	11/18/2008	11/18/2008	M			15,000	02/08/2006⁽⁹⁾	02/08/2011⁽⁹⁾	Common	0⁽⁹⁾	$109,725	5,000⁽¹¹⁾	D
Non-Qualified Stock Options	$13.055⁽⁹⁾	11/18/2008	11/18/2008	M			5,000	04/30/2007⁽⁹⁾	04/30/2012⁽⁹⁾	Common	0⁽⁹⁾	$65,275	0⁽¹¹⁾	D
Incentive Stock Options	$6.3125⁽⁸⁾	11/18/2008	11/18/2008	M			5,000	02/01/2004⁽⁸⁾	02/01/2009⁽⁸⁾	Common	0⁽⁸⁾	$31,563	10,000⁽¹¹⁾	D
Incentive Stock Options	$8.375⁽⁸⁾	11/18/2008	11/18/2008	M			5,000	02/07/2005⁽⁸⁾	02/07/2010⁽⁸⁾	Common	0⁽⁸⁾	$41,875	5,000⁽¹¹⁾	D
Incentive Stock Options	$7.315⁽⁸⁾	11/18/2008	11/18/2008	M			5,000	02/08/2006⁽⁸⁾	02/08/2011⁽⁸⁾	Common	0⁽⁸⁾	$36,575	0⁽¹¹⁾	D

Explanation of Responses:

1. Shares owned by Stewart Bainum Jr. Declaration of Trust ("Stewart Bainum Jr. Trust") in which Mr. Bainum, Jr. is the sole trustee.

2. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (1,200,000) owned by Mid Pines Associates, L.P.("Mid Pines")

3. The proportionate interest of various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children in shares (1,200,000) owned by Mid Pines.

4. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (7,135,738) owned by Realty Investment Company, Inc. a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder.

5. Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan.

6. Shares owned by various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children.

7. The proportionate interest of Mr. Bainum, Jr's two minor children in shares (7,135,738) owned by Realty Investment Company, Inc., a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder. Also includes 250,100 shares indirectly held through Realty by certain trusts for the benefit of Mr. Bainum, Jr.'s two minor children.

8. Incentive Stock Option Plan shares held by Mr. Bainum, Jr.

9. Non-Qualified Stock Option Plan shares held by Mr. Bainum, Jr.

10. Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Savings and Investment Plan.

11. Mr. Bainum exercised non-qualified stock options for 50,000 shares which expired from 2/1/2009 through 4/30/2012 and incentive stock options of 15,000 shares which expired from 2/1/2009 through 2/8/2011.

	Christine A. Shreve, Attorney-in-fact	11/19/2008
	** 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).
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