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 |
|
|||||||||||||||
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. |
1. Name and Address of Reporting Person*
(Street)
|
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)
|
||||||||||||||||||||||||
3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 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 | 12/09/2003 | J | 113,287 | A | $0 | 1,397,341 | I | See Footnote(1)(12) | |||||||
Common Stock | 12/09/2003 | J | 113,287 | D | $0 | 63,018 | I | See Footnote(2)(12) | |||||||
Common Stock | 12/09/2003 | J | 104,307 | D | $0 | 58,023 | I | See Footnote(3)(12) | |||||||
Common Stock | 12/09/2003 | J | 6,516 | D | $0 | 3,625 | I | See Footnote(4)(12) | |||||||
Common Stock | 11/21/2003 | J | 3,542 | D | $0 | 723,078 | I | See Footnote(5)(13) | |||||||
Common Stock | 12/09/2003 | J | 1,103 | D | $0 | 613 | I | See Footnote(7)(12) | |||||||
Common Stock | 12/09/2003 | J | 1,103 | A | $0 | 1,103 | I | See Footnote(8)(12) | |||||||
Common Stock | 12/09/2003 | J | 6,516 | A | $0 | 6,516 | I | See Footnote(9)(12) | |||||||
Common Stock | 11/21/2003 | J | 3,542 | A | $0 | 128,592 | I | See Footnote(10)(13) | |||||||
Common Stock | 12/09/2003 | J | 104,307 | A | $0 | 104,307 | I | See Footnote(11)(12) | |||||||
Common Stock | 3,362 | I | See Footnote(6) |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Non-Qualified Stock Options | $24.23 | 04/28/2003 | A | 3,500 | 04/28/2005 | 04/28/2008 | Common | 3,500 | $0 | 183,975 | D | |||
Incentive Stock Options | (14) | (14) | (14) | (14) | Common | (14) | 19,325 | D |
Explanation of Responses: |
1. Shares owned by Stewart Bainum Jr. Declaration of Trust ("Stewart Bainum Jr. Trust") in which Mr. Bainum, Jr. is the sole trustee. |
2. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (600,000) owned by Mid Pines Associates, L.P.("Mid Pines") |
3. The proportionate interest of the Stewart Bainum, Jr. Grantor Retained Annuity Trust dated September 10, 1996 ("GRAT"), the sole trustee of which is Mr. Bainum Jr., in shares (600,000) owned by Mid Pines. |
4. The proportionate interest of various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children in shares (600,000) owned by Mid Pines. |
5. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (3,567,869) owned by Realty Investment Company, Inc. a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder. |
6. Includes 3,362 shares of restricted stock granted by the Issuer which Mr. Bainum, Jr. has the right to receive upon termination of employment with the Company pursuant to the terms of the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan. |
7. The proportionate interest of a Trust in shares (600,000) owned by Mid Pines Associates, L.P. for the benefit of Mr. Bainum, Jr's great-nephew. Mr. Bainum, Jr. is the sole trustee and his great-nephew is the beneficiary. Beneficial ownership is disclaimed. |
8. Shares owned by a trust for the benefit of Mr. Bainum's great-nephew. Mr. Bainum, Jr. is the sole trustee and his great-nephew is the beneficiary. Beneficial ownership is disclaimed. |
9. Shares owned by various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children. |
10. The proportionate interest of Mr. Bainum, Jr's two minor children in shares (3,567,869) owned by Realty Investment Company, Inc., a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder. Also includes 125,050 shares indirectly held through Realty by certain trusts for the benefit of Mr. Bainum, Jr.'s two minor children. |
11. Shares owned by the Stewart Bainum Jr. Grantor Retained Annuity Trust dated September 10, 1996 ("GRAT") in which Mr. Bainum, Jr. is the sole trustee. |
12. On December 9, 2003 Mid Pines made a distribution of a portion of its shares to its partners. |
13. On November 21, 2003 trusts for the benefit of Mr. Bainum, Jr's minor children made distributions of shares of Realty Investment Company, Inc. to the children. |
14. Incentive Stock Option Plan shares held by Mr. Bainum, Jr. |
Christine A. Shreve, Attorney-in-fact | 02/11/2004 | |
** 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. |