Robert J McDowell Form 4 CHOICE HOTELS INTERNATIONAL / Robert J McDowell ownership change

SEC Form 4

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^*

McDowell Robert J

(Last) (First) (Middle)

1 CHOICE HOTELS CIRCLE

(Street)

ROCKVILLE MD 20850

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2023

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 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	03/02/2023		A		2,460(1)	A	$0.00	36,160	D
Common Stock	03/02/2023		A		1,864(2)	A	$0.00	38,024	D
Common Stock	03/02/2023		A		5,612(3)	A	$0.00	43,636	D
Common Stock	03/02/2023		F		4,810	D	$123.71	38,826	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$123.71	03/02/2023		A		4,597		(4)	03/02/2033	Common Stock	4,597	$0.00	4,597	D

Explanation of Responses:

1. As a result of Company performance against pre-approved financial targets applicable to performance vested restricted stock units previously granted, as certified and vested on March 2, 2023 for the period of January 1, 2020 through December 31, 2022, the reporting person acquired 2,460 shares of Common Stock.

2. As a result of Company performance against pre-approved financial targets applicable to performance vested restricted stock units previously granted, as certified and vested on March 2, 2023 for the period of January 1, 2020 through December 31, 2022, the reporting person acquired 1,864 shares of Common Stock.

3. As a result of Company performance against pre-approved financial targets applicable to performance vested restricted stock units previously granted, as certified on March 2, 2023 for the period of January 1, 2021 through December 31, 2022, the reporting person acquired 5,612 stock-settled restricted stock units that will vest following a service period ending March 2, 2024.

4. Options vest in four equal annual installments beginning on March 2, 2024.

Remarks:

	Emanuel Strauss, Attorney In Fact	03/06/2023
	** 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.