Sec Form 13D Filing - BAINUM STEWART JR filing for CHOICE HOTELS INTERNATIONAL INC (CHH) - 2020-01-23

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Name of Reporting Person

Stewart W. Bainum, Jr (“Mr. Bainum, Jr.” or the “Reporting Person”)

Check the Appropriate Box if a Member of a Group*

(a)  ☐        (b)  ☐

SEC Use Only

Source of Funds

00

Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(C) or 2(E)    ☐

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with:

Sole Voting Power

3,257,581

Shared Voting Power

7,800,056

Sole Dispositive Power

3,257,581

Shared Dispositive Power

7,800,056

Aggregate Amount Beneficially Owned by Each Reporti ng Person

11,057,637

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

19.85%

Type of Reporting Person

IN

Name of Issuer:

Choice Hotels International, Inc. (“The Company”)

Address of Issuer’s Principal Executive Offices:

1 Choice Circle, Suite 400

Rockville, MD 20850

Title and Class of Securities:

Common Stock

Name:

Stewart W. Bainum, Jr.

Business Address:

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

Present Employment and Address:

Chairman, Choice Hotels International

1 Choice Circle, Suite 400, Rockville, MD 20850

Record of Convictions:

During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Record of Civil Proceedings:

During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating such activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Citizenship:

USA

Amount and percentage beneficially owned:

Reporting Person:

The aggregate number and percentage of shares identified pursuant to Item 1 beneficially owned by the Reporting Person is 11,057,637 (19.85%) shares, including 1,000,222 shares owned by the Stewart Bainum, Jr. Declaration of Trust (“SBJTrust”) of which Mr. Bainum, Jr. is the sole trustee and beneficiary. The aggregate number referred to in the preceding sentence also includes 1,417,056 shares owned by Leeds Creek Holdings, LLC whose only member is SBJTrust; 978,482 shares owned by Mid Pines Associates Limited Partnership, in which the SBJTrust is managing general partner and has shared voting authority; 6,821,574 shares owned by Realty Investment Company, Inc., a private family company in which SBJTrust owns voting stock and has shared voting authority; 175,654 shares owned by the Foundation for the Greatest Good, a private foundation for which Mr. Bainum, Jr. is a Director and has sole voting and dispositive authority; 281,818 shares owned by Fund for the Common Good, a tax exempt organization for which Mr. Bainum, Jr. is a Director and has sole voting and dispositive authority; 15,207 shares owned by the Bruce Bainum 2009 Family Trust and 364,321 shares owned by the Bruce Bainum 2012 Non Exempt Family Trust, each of which is a trust for the benefit of descendants of Mr. Bainum Jr.’s brother, Bruce Bainum, for which Mr. Bainum, Jr. is trustee and has voting and dispositive authority; and 3,303 shares which Mr. Bainum, Jr has the right to acquire pursuant to stock options which are exercisable in equal installments during the period 2020-2022.

Number of shares as to which such person has:

Sole Voting Power        3,257,581

Shared Voting Power        7,800,056

Sole Dispositive Power        3,257,581

Shared Dispositive Power        7,800,056

A schedule of transactions effected in the last sixty days is as follows:

Other than the tax and estate planning transactions described in Item 4 above, Mr. Bainum, Jr. engaged in no other transactions in the last 60 days.

Ownership of more than five percent on behalf of Another Person:

To the extent that shares of the Issuer identified in Item 5(a) are held by corporations or partnerships, other shareholders and partners, respectively, have the right to receive dividends from, or the proceeds from the sale of the shares to the extent of their proportionate interests in such entities. To the best of the Reporting Person’s knowledge, other than Stewart Bainum, Jr., Bruce Bainum, Roberta Bainum and Barbara Bainum, no other person has such interest relating to more than 5% of the outstanding class of securities.

Ownership of Less than Five Percent:

N/A