SEC FORM 4

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).

1. Name and Address of Reporting Person^*

BELL DAVID M

(Last)

(First)

(Middle)

201 W. NORTH RIVER DR. #100

(Street)

SPOKANE

99201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Red Lion Hotels CORP [ RLH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive V. P., Development

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2005

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	09/27/2005		G		2,200	D	⁽¹⁾	497,600	D
Common Stock	09/27/2005		G		2,200	D	⁽¹⁾	495,400	D
Common Stock	09/27/2005		G		4,400	A	⁽¹⁾	49,904	I	By daughters, see footnote⁽²⁾
Common Stock								4,700	I	see footnote⁽³⁾

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)
Employee Stock Option (right to buy)	$7.46	11/10/2005		A		7,500		⁽⁴⁾	11/10/2015	Common Stock	7,500	⁽⁵⁾	7,500	D

Explanation of Responses:

1. Gift to a daughter who shares reporting person's household. The reporting person disclaims beneficial ownership of the shares held by this daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of this daughter's shares for purposes of Section 16 or for any other purpose.

2. Represents 4,400 shares gifted to daughters who share reporting person's household, 22,752 shares held in trust for one daughter's benefit and 22,752 shares held directly by another daughter. The reporting person disclaims beneficial ownership of the shares held by both the trust and the daughter, and this report should not be deemed an admission that the reporting person is the benficial owner of the shares held by the trust or the daughter for puposes of Section 16 or for any other pupose.

3. Represents 2,300 shares held in reporting person's IRA account; 2,400 shares held in spouse's IRA account.

4. The option will vest as to 3,750 shares on November 10, 2009 and 3,750 shares on November 10, 2010. The option may vest earlier as to 1,875 shares if, after November 10, 2007 and prior to November 10, 2009 the closing price of the Company's common stock is at least $14.92 per share for 60 consecutive trading days and an additional 1,875 shares if after November 10, 2007 and prior to November 10, 2009 the closing price of the Company's common stock is at least $22.38 per share for 60 consecutive trading days.

5. Not applicable

Remarks:

	/s/ Julie Langenheim, Attorney-in-fact	11/15/2005
	** 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.