0001181431-14-032291.txt : 20140918 0001181431-14-032291.hdr.sgml : 20140918 20140918162937 ACCESSION NUMBER: 0001181431-14-032291 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: Renschler Scott Arnold CENTRAL INDEX KEY: 0001427127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13393 FILM NUMBER: 141110320 MAIL ADDRESS: STREET 1: 8171 MAPLE LAWN BOULEVARD STREET 2: SUITE 375 CITY: FULTON STATE: MD ZIP: 20759 4 1 rrd415715.xml X0306 4 2014-09-17 0 0001046311 CHOICE HOTELS INTERNATIONAL INC /DE CHH 0001427127 Renschler Scott Arnold 8171 MAPLE LAWN BLVD SUITE 375 FULTON MD 20759 1 0 0 0 Common Stock 2014-09-17 2014-09-17 4 X 0 45000 51.78 A 45000 D Common Stock 2014-09-17 2014-09-17 4 D 0 22500 51.78 D 0 D Common Stock 199228 I See Footnote Common Stock 573896 I See Footnote Common Stock 14510 I See Footnote Common Stock 3678 I See Footnote Common Stock 26953 D Option 51.78 2014-09-17 2014-09-17 5 G 0 45000 0 A 2014-09-17 2014-10-03 Common Stock 45000 45000 D Option 51.78 2014-09-17 2014-09-17 4 X 0 45000 0 D 2014-09-17 2014-10-03 Common Stock 45000 0 D Shares owned by the Scott Renschler Declaration of Trust ("Scott Trust") in which Dr. Renschler is the sole trustee and current beneficiary. Shares remaining after exercise and sales described in Notes 6 and 7 were contributed to the Scott Trust. The proportionate interest of the Scott Trust in shares (6,821,574) owned by Realty Investment Company, Inc. ("Realty") a real estate investment and management company in which Dr. Renschler is a non-controlling shareholder. Shares owned by various trusts, the beneficiaries of which are Dr. Renschler's two minor children. The proportionate interest of various trusts, the beneficiaries of which are Dr. Renschler's two minor children in shares (978,482) owned by MidPines Associates, L.P. ("MidPines"). Dr. Renschler's interest in the Non-Employee Director Compensation Plan of the Issuer. Dr. Renschler's Mother, Barbara Bainum, & her siblings, Bruce Bainum, Stewart Bainum, Jr. & Roberta Bainum ("Siblings") received an option that terminates on Nov 12, 2014 to acquire up to 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. 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 the exercise. On Jun 13, 2014, the Siblings entered into an agreement giving Barbara the right to acquire up to 666,963 of the optioned shares. On Jun 16, 2014, Barbara Bainum entered into an agreement assigning the option to acquire up to 45,000 shares of her designated shares to Dr. Renschler. Probate court approval for the exercise of 45,000 shares was obtained on Aug 5, 2014 thus the option is exercisable thru Oct 3, 2014. On September 17, 2014, the Reporting Person exercised his option to acquire 45,000 shares. On the same day, the Reporting Person sold 22,500 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