Large owner Bainum Bruce gifted 85,500 shares, acquired 351,655 shares, disposed of 357,061 shares and sold 331,983 shares (SEC Form 4)
$CHH
Hotels/Resorts
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
| 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. Date of Earliest Transaction
(Month/Day/Year) 11/30/2024 | ||||||||||||||||||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/14/2024 | G | V | 85,500 | D | $118.69 | 2,376,760 | I | See Footnote(1) | |
| Common Stock | 05/20/2024 | J | V | 130,814 | A | $0 | 2,507,574 | I | See Footnote(2) | |
| Common Stock | 08/26/2024 | J | V | 215,841 | A | $0 | 2,723,415 | I | See Footnote(3) | |
| Common Stock | 11/20/2024 | J | V | 5,000 | A | $0 | 2,728,415 | I | See Footnote(4) | |
| Common Stock | 11/20/2024 | J | V | 5,000 | D | $0 | 0 | I | See Footnote(4) | |
| Common Stock | 05/20/2024 | J | V | 130,814 | D | $0 | 0 | I | See Footnote(2) | |
| Common Stock | 11/30/2024 | S | 331,983 | D | $0 | 590,112 | I | See Footnote(5) | ||
| Common Stock | 194,800 | I | See Footnote(6) | |||||||
| Common Stock | 6,595 | I | See Footnote(7) | |||||||
| Common Stock | 08/26/2024 | J | V | 221,247 | D | $0 | 0 | I | See Footnote(3) | |
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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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Shares owned by the Bruce Bainum Declaration of Trust ("Bruce Trust") for which Dr. Bainum is the sole trustee and current beneficiary. Shares were gifted. |
| 2. Shares owned by the Bruce Trust for which Dr. Bainum is the sole trustee and current beneficiary. Shares were distributed from Mid Pines Associates, LP as a result of the dissolution and liquidation of the Partnership. |
| 3. Shares owned by the Bruce Trust for which Dr. Bainum is the sole trustee and current beneficiary. Shares were distributed from a Grantor Retained Annuity Trust to Dr. Bainum and a trust for his descendants. |
| 4. Shares owned by the Bruce Trust for which Dr. Bainum is the sole trustee and current beneficiary. Shares were distributed from Posadas Holdings, LLC, a family investment entity in which Dr. Bainum shares voting authority. |
| 5. The proportionate interest of the Bruce Bainum Declaration of Trust ("Bruce Trust") in shares (6,821,574) owned by White Oak Legacy, Inc. ("White Oak Legacy") , an investment company in which Dr. Bainum is a noncontrolling shareholder and shares voting authority. White Oak Legacy owns Choice stock as well as other assets and liabilities. Dr. Bainum sold a portion of his stock in White Oak Legacy to trusts for the benefit of his descendants for $36.2M. |
| 6. The proportionate interest of shares owned by White Oak Legacy, Inc (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. |
| 7. Shares owned by a trust for the benefit of Dr. Bainum's descendants for which Dr. Bainum is trustee. Beneficial ownership is disclaimed. |
| Christine A. Shreve, POA | 12/02/2024 | |
| ** 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. | ||