Choice Hotels International (CHH) Form 5 CHOICE HOTELS INTERNATIONAL / BRUCE BAINUM ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BAINUM BRUCE

(Last) (First) (Middle)

8171 MAPLE LAWN BLVD

SUITE 375

(Street)

FULTON MD 20759

(City) (State) (Zip)

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	03/12/2023		J	255,500	D	$0	400,000	I	See Footnote(1)
Common Stock	08/30/2023		J	178,753	D	$0	221,247	I	See Footnote(1)
Common Stock	03/12/2023		J	97,798	A	$0	2,283,507	I	See Footnote(2)
Common Stock	08/30/2023		J	178,753	A	$0	2,462,260	I	See Footnote(2)
Common Stock							130,814	I	See Footnote(3)
Common Stock							922,096	I	See Footnote(4)
Common Stock							194,800	I	See Footnote(5)
Common Stock							5,000	I	See Footnote(6)
Common Stock							6,595	I	See Foonote(7)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares owned by a Grantor Retained Annuity trust for the benefit of Dr. Bainum and his descendants. Shares from two Grantor Retained Annuity Trusts were distributed to Dr. Bainum and to a trust for his descendants.

2. Shares owned by the Bruce Bainum Declaration of Trust ("Bruce Trust") for which Dr. Bainum is the sole trustee and current beneficiary. Shares were distributed from two Grantor Retained Annuity Trusts to Dr. Bainum and he contributed them to the Bruce Trust.

3. The proportionate interest of the Bruce Trust in shares (910,330) owned by Mid Pines Associates, L.P. ("Mid Pines") an entity in which the Bruce Trust has shared voting authority.

4. The proportionate interest of the Bruce Trust in shares (6,821,574) owned by White Oak Enterprises, Inc. (f/k/a Realty Investment Company, Inc.) ("White Oak Enterprises"), an investment company in which Dr. Bainum is a noncontrolling shareholder and shares voting authority. White Oak Enterprises owns Choice stock as well as other assets.

5. The proportionate interest in shares owned by White Oak Enterprises (6,821,574) of individual trusts for the benefit of Dr. Bainum's adult children for which Dr. Bainum is the trustee. Beneficial ownership is disclaimed.

6. The proportionate interest of Dr. Bainum and the Bruce Trust, in shares owned by Posadas Holdings, LLC ("Posadas") a family investment entity in which Dr. Bainum shares voting authority.

7. Shares owned by a trust for the benefit of Dr. Bainum's descendants for which Dr. Bainum is the trustee. Beneficial ownership is disclaimed.

	Christine A. Shreve, Attorney-in-fact	01/19/2024
	** 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).
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