Sec Form 13D Filing - SHREVE CHRISTINE A filing for CHOICE HOTELS INTERNATIONAL INC (CHH) - 2020-03-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

CHOICE HOTELS INTERNATIONAL, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

169905-10-6

(CUSIP Number)

Christine A. Shreve - 240-295-1600

8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box  ☐.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Choice Hotels International, Inc.

1 Choice Circle, Suite 400

Rockville, MD 20850

Common Stock

Christine A. Shreve

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

President, Realty Investment Company, Inc.

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

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.

N/A

N/A

On March 10, 2020 Sweetwater Holdings, LLC distributed 400,000 shares of common stock of the Issuer to its owners, Roberta Bainum and trusts for her benefit. The transfer involved no consideration.

On March 11, 2020 Posadas Holdings, LLC distributed 400,000 shares of common stock of the Issuer to its owners, Bruce Bainum and trusts for his benefit. The transfer involved no consideration.

On March 12, 2020 Bruce Bainum contributed 400,000 shares of common stock of the Issuer to the Bruce Bainum 2020 Grantor Retained Annuity Trust VI, a trust for the benefit of Bruce Bainum and his descendants. The transfer involved no consideration.

On March 13, 2020 Roberta Bainum contributed 400,000 shares of common stock of the Issuer to the Roberta Bainum 2020 Grantor Retained Annuity Trust VI, a trust for the benefit of Roberta Bainum and her descendants. The transfer involved no consideration.

Reporting Person:

3,491,851 shares (6.25%) including 2,800 shares owned by Ms. Shreve jointly with her husband; 1,175,000 shares owned by Shadow Holdings, LLC, an LLC whose sole members are Barbara Bainum and trusts for her benefit, for which Ms. Shreve is Manager and has shared voting authority; 832,993 shares owned by Posadas Holdings, LLC, for which Ms. Shreve is Manager and has shared voting authority, and whose sole members are Bruce Bainum and a trust for his benefit; 674,890 shares owned by Sweetwater Holdings, LLC, for which Ms. Shreve is Manager and has shared voting authority, and whose sole members are Roberta Bainum and a trust for her benefit; 400,000 shares owned by the Bruce Bainum 2020 Grantor Retained Annuity Trust VI for which Ms. Shreve is Trustee and has sole voting and dispositive authority and whose beneficiaries are Bruce Bainum and his descendants; 400,000 shares owned by the Roberta Bainum 2020 Grantor Retained Annuity Trust VI for which Ms. Shreve is Trustee and has sole voting and dispositive authority and whose beneficiaries are Roberta Bainum and her descendants; and 6,168 shares owned by trusts for the benefit of Renschler family members for which Ms. Shreve is the trustee.

In addition to the transactions reported in Item 4, the following transactions were effected:

On January 17, 2020 and January 21, 2020, Ms. Shreve, as Trustee of several Bainum family trusts and Manager of certain Bainum Family owned LLCs, engaged in transactions in respect of shares owned by the trusts and LLCs as part of tax and estate planning for the trusts. The transfers involved no consideration.

On January 17, 2020 the Jane Bainum Declaration of Trust, a trust for the benefit of Jane Bainum for which Ms. Shreve serves as Co-Trustee, made gifts aggregating 2,097,281 shares of common stock of the Issuer to five tax exempt organizations created by members of Jane Bainum’s family.

On January 21, 2020, two limited liability corporations which are wholly owned by members of the Bainum family and trusts for their benefit and for which Ms. Shreve serves as Manager, made distributions of a total of 897,803 shares of common stock of the Issuer to redeem the interests of certain of the members of the LLCs.

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.

N/A

None.

None.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 17, 2020