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