SEC Form 5
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.
1. Name and Address of Reporting Person*
BAINUM BRUCE
(Last) (First) (Middle)
8171 MAPLE LAWN BLVD
SUITE 375
(Street)
FULTON MD 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
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 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 130,814 I See Footnote(2)
Common Stock 1,400,370 I See Footnote(3)
Common Stock 205,020 I See Footnote(5)
Common Stock 306,200 I See Footnote(4)
Common Stock 11/11/2008 11/11/2008 J 2,580 A $0 159,454 I See Footnote(6)(7)
Common Stock 11/11/2008 11/11/2008 J 2,580 D $0 4,125,157 I See Footnote(1)(7)
Common Stock 120,849 I See Footnote(8)
Common Stock 05/27/2008 05/27/2008 J 81,424 D $0 0 I See Footnote(9)
Common Stock 05/27/2008 05/27/2008 J 1,400,428 D $0 0 I See Footnote(10)
Common Stock 05/27/2008 05/27/2008 J 3,250,202 D $0 0 I See Footnote(11)
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
Explanation of Responses:
1. Shares owned by the Bruce Bainum Declaration of Trust ("Bruce Trust") in which Mr. Bainum is the sole trustee and current beneficiary.
2. The proportionate interest in shares (1,200,000) owned by Mid Pines Associates, L.P. ("Mid Pines") of the Bruce Trust. Mr. Bainum shares voting authority.
3. The proportionate interest of the Bruce Trust in shares (7,135,738) owned by Realty Investment Co. Inc., a real estate investment and management company in which Mr. Bainum is a noncontrolling shareholder.
4. The proportionate interest in shares owned by Realty Investment Company, Inc. (7,135,738) of individual trusts for the benefit of Mr. Bainum's adult children in which Mr. Bainum is the trustee. Beneficial ownership is disclaimed.
5. The proportionate interest in shares owned by Mid Pines (1,200,000) of (a) individual trusts for the benefit of Mr. Bainum's adult children for which Mr. Bainum is the trustee (86,130), AND (b) the BBB Trust J for the combined benefit of Mr. Bainum's children (118,890). Beneficial ownership is disclaimed.
6. Shares owned by individual trusts for the benefit of Mr. Bainum's adult children. Mr. Bainum is the sole trustee and his children are the beneficiaries. Beneficial ownership is disclaimed.
7. Mr. Bainum gave 2,580 shares to his adult children.
8. Shares owned by the BBB Trust J, a trust for the combined benefit of Mr. Bainum's adult children. Beneficial ownership is disclaimed.
9. The proportionate interest of the Roberta Bainum Irrevocable Trust in shares (1,200,000) owned by Mid Pines. All shares were distributed from the trust in which Mr. Bainum was trustee to a new trust no longer under his voting or dispositive power.
10. The proportionate interest of the Roberta Bainum Irrevocable Trust in shares (7,135,738) owned by Realty Investment Company. All shares were distributed from the trust in which Mr. Bainum was trustee to a new trust no longer under his voting or dispositive power.
11. Shares owned by the Roberta Bainum Irrevocable Trust. All shares were distributed from the trust in which Mr. Bainum was trustee to a new trust no longer under his voting or dispositive power.
Christine A. Shreve, Attorney-in-fact 02/03/2009
** 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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