Bainum Stewart Jr acquired 1,543,091 shares and disposed of 1,543,091 shares (SEC Form 5)
$CHH
Hotels/Resorts
Consumer Discretionary
| 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. | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 05/18/2024 | J | 126,035 | A | $0 | 1,137,139 | I | See Footnote(1) | |||||||
| Common Stock | 11/20/2024 | J | 1,417,056 | A | $0 | 2,554,195 | I | See Footnote(1) | |||||||
| Common Stock | 4,808 | D(2) | |||||||||||||
| Common Stock | 05/18/2024 | J | 126,035 | D | $0 | 0 | I | See Footnote(3) | |||||||
| Common Stock | 468,207 | I | See Footnote(4) | ||||||||||||
| Common Stock | 11/20/2024 | J | 1,417,056 | D | $0 | 0 | I | See Footnote(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. Shares owned by Stewart Bainum Jr. Declaration of Trust ("Stewart Bainum Jr. Trust") in which Mr. Bainum, Jr. is a trustee and sole current beneficiary. Shares were distributed from Mid Pines Associates, LP as a result of the dissolution and liquidation of the Partnership. Leeds Creek Holdings LLC distributed 1,417,056 shares of common stock of the Issuer to Mr. Bainum, Jr. |
| 2. Represents restricted stock which vests in three equal installments on the first, second and third anniversary of the grant date. |
| 3. The proportinate interst of the Stewart Bainum Jr. Trust in shares (910,330) owned by MidPines Associates, L.P. ("Mid Pines") an entity in which the Stewart Bainum Jr. Trust has shared voting authority. Mid Pines distributed shares as a result of the disolution and liquidation of the Partnership. |
| 4. The proportionate interest Stewart Bianum Jr. Trust in shares (6,821,573) owned by White Oak Legacy, Inc. (f/k/a Realty Investment Co, Inc.) ("White Oak Legacy") an investment company in which Ms. Bainum is a noncontrolling shareholder and has shared voting authority. White Oak Legacy owns Choice stock as well as other assets and liabilities. |
| 5. Shares owned by Leeds Creek Holdings, LLC ("Leeds Creek"), an entity in which the Stewart Bainum Jr. Trust is the sole owner and managing member. Shares were distributed to Mr. Bainum Jr and the LLC was dissolved. |
| Patrick George | 02/06/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||