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*
(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) 09/17/2014 | ||||||||||||||||||||||||||
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 | 09/17/2014 | 09/17/2014 | X | 45,000 | A | $51.78 | 45,000 | D(7) | ||
Common Stock | 09/17/2014 | 09/17/2014 | D | 22,500 | D | $51.78 | 0 | D(1)(7) | ||
Common Stock | 199,228 | I | See Footnote(1) | |||||||
Common Stock | 573,896 | I | See Footnote(2) | |||||||
Common Stock | 14,510 | I | See Footnote(3) | |||||||
Common Stock | 3,678 | I | See Footnote(4) | |||||||
Common Stock | 26,953 | D(5) |
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 | ||||||||
Option | $51.78 | 09/17/2014 | 09/17/2014 | G | V | 45,000 | 09/17/2014 | 10/03/2014 | Common Stock | 45,000 | $0 | 45,000 | D(6) | ||
Option | $51.78 | 09/17/2014 | 09/17/2014 | X | 45,000 | 09/17/2014 | 10/03/2014 | Common Stock | 45,000 | $0 | 0 | D(6) |
Explanation of Responses: |
1. Shares owned by the Scott Renschler Declaration of Trust ("Scott Trust") in which Dr. Renschler is the sole trustee and current beneficiary. Shares remaining after exercise and sales described in Notes 6 and 7 were contributed to the Scott Trust. |
2. The proportionate interest of the Scott Trust in shares (6,821,574) owned by Realty Investment Company, Inc. ("Realty") a real estate investment and management company in which Dr. Renschler is a non-controlling shareholder. |
3. Shares owned by various trusts, the beneficiaries of which are Dr. Renschler's two minor children. |
4. The proportionate interest of various trusts, the beneficiaries of which are Dr. Renschler's two minor children in shares (978,482) owned by MidPines Associates, L.P. ("MidPines"). |
5. Dr. Renschler's interest in the Non-Employee Director Compensation Plan of the Issuer. |
6. Dr. Renschler's Mother, Barbara Bainum, & her siblings, Bruce Bainum, Stewart Bainum, Jr. & Roberta Bainum ("Siblings") received an option that terminates on Nov 12, 2014 to acquire up to 2,667,853 shares of the Issuer at fair market value from the Stewart Bainum Declaration of Trust, a trust whose beneficiary is the estate of their Father. The option is exercisable for 60 days after obtaining probate court approval. The exercise price of the option is dependent on knowing the date of the exercise. On Jun 13, 2014, the Siblings entered into an agreement giving Barbara the right to acquire up to 666,963 of the optioned shares. On Jun 16, 2014, Barbara Bainum entered into an agreement assigning the option to acquire up to 45,000 shares of her designated shares to Dr. Renschler. Probate court approval for the exercise of 45,000 shares was obtained on Aug 5, 2014 thus the option is exercisable thru Oct 3, 2014. |
7. On September 17, 2014, the Reporting Person exercised his option to acquire 45,000 shares. On the same day, the Reporting Person sold 22,500 of the shares acquired to the Issuer in a private transaction approved by the Board of Directors of the Issuer at an exercise price determined at such time, which is based on the previous day's average of the high/low of the stock price. |
Christine A. Shreve, Attorney-in-fact | 09/18/2014 | |
** 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. |