Sec Form 13D Filing - BAINUM BARBARA 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

Barbara J. Bainum (“Ms. Bainum” 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

1,934,421

Shared Voting Power

8,975,056

Sole Dispositive Power

1,934,421

Shared Dispositive Power

8,975,056

Aggregate Amount Beneficially Owned by Each Reporting Person

10,909,477

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

Percent of Class Represented by Amount in Row (11)

19.58%

Type of Reporting Person

IN

Name of Issuer:

Choice Hotels International, Inc.

Address of Issuer’s Principal Executive Offices:

1 Choice Circle, Suite 400

Rockville, MD 20850

Title and Class of Securities:

Common Stock

Name:

Barbara J. Bainum

Business Address:

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

Present Principal Employment:

Chair, Bainum Family Foundation

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:

N/A

Amount and percentage beneficially owned:

Reporting Person:

10,909,477 Shares (19.58%) including 1,030,836 shares owned by the Barbara Bainum Declaration of Trust of which Ms. Bainum is the sole trustee and beneficiary. Also includes 1,175,000 shares owned by Shadow Holdings, LLC for which she shares voting authority and whose sole members are Ms. Bainum and trusts for her benefit; 978,482 shares owned by Mid Pines, in which Ms. Bainum’s trust is a general partner and has shared voting authority; 6,821,574 shares owned by Realty, in which Ms. Bainum’s trust owns voting stock and has shared voting authority; 163,000 shares owned by Mental Wellness Foundation, Inc., a private foundation for which Ms. Bainum is a Director and has sole voting and dispositive authority; 281,818 shares owned by Wellness Advocacy Fund, a tax exempt organization for which Ms. Bainum is a Director and has sole voting and dispositive authority; 13,032 shares owned by trusts for the benefit of Ms. Bainum’s nephews for which Ms. Bainum is the trustee; 38,444 shares owned by the Roberta Bainum 2010 Family Trust and 407,291 shares owned by the Roberta Bainum 2012 Non Exempt Family Trust, each of which is a trust for the benefit of Ms. Bainum’s sister, Roberta Bainum’s, descendants for which Ms. Bainum is trustee and has voting and dispositive authority.

Number of shares as to which such person has:

Sole Voting Power        1,934,421

Shared Voting Power        8,975,056

Sole Dispositive Power        1,934,421

Shared Dispositive Power        8,975,056

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, Ms. Bainum 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