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

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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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BAINUM ROBERTA

(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)
12/31/2008

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 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	05/27/2008	05/27/2008	J	3,250,202	D	$0	0	I	See Footnote⁽¹⁾
Common Stock	05/27/2008	05/27/2008	J	3,250,202	A	$0	3,250,202	I	See Footnote⁽²⁾
Common Stock	11/10/2008	11/10/2008	J	1,260	D	$0	3,248,942	I	See Footnote⁽²⁾⁽³⁾
Common Stock	05/27/2008	05/27/2008	J	81,424	D	$0	0	I	See Footnote⁽⁴⁾
Common Stock	05/27/2008	05/27/2007	J	81,424	A	$0	81,424	I	See Footnote⁽⁴⁾
Common Stock	05/27/2008	05/27/2008	J	14,297	D	$0	0	I	See Footnote⁽⁵⁾
Common Stock	05/27/2008	05/27/2008	J	14,297	A	$0	95,722	I	See Footnote⁽⁵⁾
Common Stock	05/27/2008	05/27/2008	J	1,400,427	D	$0	0	I	See Footnote⁽⁶⁾
Common Stock	05/27/2008	05/27/2008	J	1,400,427	A	$0	1,400,427	I	See Footnote⁽⁶⁾

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 Roberta Bainum Irrevocable Trust. Shares were distributed to Ms. Bainum in liquidation of a trust for her benefit for which her brother served as trustee.

2. Shares contributed to the Roberta Bainum Declaration of Trust ("Roberta Bainum Trust"). Ms. Bainum is the trustee and the sole current beneficiary.

3. Ms. Bainum gave 1,260 shares to her adult sons.

4. The proportionate interest of the Roberta Bainum Irrevocable Trust in shares (1,200,000) owned by Mid Pines Associates, L.P. ("Mid Pines"). The interest was distributed to Ms. Bainum in liquidation of a trust for her benefit for which her brother served as trustee. Ms. Bainum contributed the shares to the Roberta Bainum Trust. Ms. Bainum shares voting authority on Mid Pines.

5. The proportionate interest of Roberta Bainum in shares (1,200,000) owned by Mid Pines contributed to the Roberta Bainum Trust.Ms. Bainum shares voting authority.

6. The proportionate interest of the Roberta Bainum Irrevocable Trust in shares (7,135,738) owned by Realty Investment Company, Inc. an investment company in which Ms. Bainum is a non-controlling shareholder. The shares were distributed to Ms. Bainum in liquidation of a trust for her benefit for which her brother served as trustee. Ms. Bainum contributed the shares to the Roberta Bainum Trust.

	Christine A. Shreve, Attorney-in-fact	02/03/2009
	** 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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