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*
BAINUM STEWART JR

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008
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 126,036 I See Footnote(2)
Common Stock 123,298 I See Footnote(3)
Common Stock 1,446,156 I See Footnote(4)
Common Stock 13,032 I See Footnote(6)
Common Stock 257,183 I See Footnote(7)
Common Stock 7,383 I See Footnote(5)
Common Stock 304 I See Footnote(10)
Common Stock 11/18/2008 11/18/2008 M 5,000 A $6.3125 3,294,860 I See Footnote(1)(11)
Common Stock 11/18/2008 11/18/2008 M 15,000 A $6.3125 3,309,860 I See Footnote(1)(11)
Common Stock 11/18/2008 11/18/2008 M 5,000 A $8.375 3,314,860 I See Footnote(1)(11)
Common Stock 11/18/2008 11/18/2008 M 15,000 A $8.375 3,329,860 I See Footnote(1)(11)
Common Stock 11/18/2008 11/18/2008 M 5,000 A $7.315 3,334,860 I See Footnote(1)(11)
Common Stock 11/18/2008 11/18/2008 M 15,000 A $7.315 3,349,860 I See Footnote(1)(11)
Common Stock 11/18/2008 11/18/2008 M 5,000 A $13.055 3,354,860 I See Footnote(1)(11)
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
Non-Qualified Stock Options $6.3125(9) 11/18/2008 11/18/2008 M 15,000 02/01/2004(9) 02/01/2009(9) Common 0(9) $94,687 35,000(11) D
Non-Qualified Stock Options $8.375(9) 11/18/2008 11/18/2008 M 15,000 02/07/2005(9) 02/07/2010(9) Common 0(9) $125,625 20,000(11) D
Non-Qualified Stock Options $7.315(9) 11/18/2008 11/18/2008 M 15,000 02/08/2006(9) 02/08/2011(9) Common 0(9) $109,725 5,000(11) D
Non-Qualified Stock Options $13.055(9) 11/18/2008 11/18/2008 M 5,000 04/30/2007(9) 04/30/2012(9) Common 0(9) $65,275 0(11) D
Incentive Stock Options $6.3125(8) 11/18/2008 11/18/2008 M 5,000 02/01/2004(8) 02/01/2009(8) Common 0(8) $31,563 10,000(11) D
Incentive Stock Options $8.375(8) 11/18/2008 11/18/2008 M 5,000 02/07/2005(8) 02/07/2010(8) Common 0(8) $41,875 5,000(11) D
Incentive Stock Options $7.315(8) 11/18/2008 11/18/2008 M 5,000 02/08/2006(8) 02/08/2011(8) Common 0(8) $36,575 0(11) D
Explanation of Responses:
1. Shares owned by Stewart Bainum Jr. Declaration of Trust ("Stewart Bainum Jr. Trust") in which Mr. Bainum, Jr. is the sole trustee.
2. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (1,200,000) owned by Mid Pines Associates, L.P.("Mid Pines")
3. The proportionate interest of various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children in shares (1,200,000) owned by Mid Pines.
4. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (7,135,738) owned by Realty Investment Company, Inc. a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder.
5. Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan.
6. Shares owned by various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children.
7. The proportionate interest of Mr. Bainum, Jr's two minor children in shares (7,135,738) owned by Realty Investment Company, Inc., a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder. Also includes 250,100 shares indirectly held through Realty by certain trusts for the benefit of Mr. Bainum, Jr.'s two minor children.
8. Incentive Stock Option Plan shares held by Mr. Bainum, Jr.
9. Non-Qualified Stock Option Plan shares held by Mr. Bainum, Jr.
10. Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Savings and Investment Plan.
11. Mr. Bainum exercised non-qualified stock options for 50,000 shares which expired from 2/1/2009 through 4/30/2012 and incentive stock options of 15,000 shares which expired from 2/1/2009 through 2/8/2011.
Christine A. Shreve, Attorney-in-fact 11/19/2008
** 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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