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