Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

BAINUM ROBERTA

(Last)

(First)

(Middle)

8171 MAPLE LAWN BLVD

SUITE 375

(Street)

FULTON

20759

(City)

(State)

(Zip)

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2024		J	V	95,722	A	$0	2,258,171	I	See Footnote⁽¹⁾
Common Stock	08/30/2024		J	V	207,262	A	$0	2,465,433	I	See Footnote⁽²⁾
Common Stock	11/20/2024		J	V	5,000	A	$0	2,470,433	I	See Footnote⁽³⁾
Common Stock	11/20/2024		J	V	5,000	D	$0	0	I	See Footnote⁽³⁾
Common Stock	05/20/2024		J	V	95,722	D	$0	0	I	See Footnote⁽¹⁾
Common Stock	06/28/2024		J	V	9,850	D	$0	0	I	See Footnote⁽⁴⁾
Common Stock	11/30/2024		S		322,652	D	$0	652,845	I	See Footnote⁽⁵⁾
Common Stock	08/30/2024		J	V	229,859	D	$0	0	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares owned by the Roberta Bainum Declaration of Trust ("Roberta Bainum Trust") for which Ms. Bainum is the sole trustee and current beneficiary. Shares were distributed from Mid Pines Associates, L.P. as a result of the dissolution and liquidation of the Partnership.

2. Shares owned by the Roberta Bainum Trust for which Ms. Bainum is the sole trustee and current beneficiary. Shares were distributed from a Grantor Retained Annuity Trust to Ms. Bainum and a trust for her descendants.

3. Shares owned by the Roberta Bainum Trust for which Ms. Bainum is the sole trustee and current beneficiary. Shares were distributed from Sweetwater Holdings, LLC, a family investment entity in which Ms. Bainum shares voting authority.

4. The proportionate interest in shares owned by White Oak Legacy, Inc. ("White Oak Legacy") (6,821,574) of an individual trust for the benefit of Ms. Bainum's adult son for which Ms. Bainum is the trustee. Beneficial ownership is disclaimed. Shares were distributed to Ms. Bainum's adult son.

5. The proportionate interest of the Roberta Bainum Trust in shares owned by White Oak Legacy (6,821,574), an investment company in which Ms. Bainum is a noncontrolling shareholder and shares voting authority. White Oak Legacy owns Choice stock as well as other assets and liabilities. Ms. Bainum sold a portion of her stock in White Oak Legacy to trusts for the benefit of her descendants for $35.2M

	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).
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