SEC Form 4 · accession 0001181431-15-000815
CHOICE HOTELS INTERNATIONAL INC /DE · CHH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce Bainum
10% Owner
Period of report
Jan 7, 2015
Accepted (ET)
Jan 9, 2015 · 4:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001046311
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F8 | Jan 7, 2015 | X | 647,964 | $53.86 | A | 2,779,685 | I | See Footnote |
| Common StockF2 | holding | — | — | — | 130,814 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 922,095 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 306,200 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 86,130 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 1,097,313 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF7 | $53.86 | Jan 7, 2015 | G | 647,964 | A | Jan 7, 2015 | Mar 7, 2015 | Common Stock | 647,964 | 647,964 | D |
| OptionF7 | $53.86 | Jan 7, 2015 | X | 647,964 | D | Jan 7, 2015 | Mar 7, 2015 | Common Stock | 647,964 | 0 | D |
Explanation of responses
- F1Shares owned by the Bruce Bainum Declaration of Trust ("Bruce Trust") for which Dr. Bainum is the sole trustee and current beneficiary. Shares remaining after exercise described in Note 7 and 8.
- F2The proportionate interest of the Bruce Trust in shares (978,482) owned by Mid Pines Associates, L.P. ("Mid Pines") an entity in which the Bruce Trust has shared voting authority.
- F3The proportionate interest of the Bruce Trust in shares (6,821,574) owned by Realty Investment Co. Inc., ("Realty") a family real estate investment and management company in which Dr. Bainum is a noncontrolling shareholder and shares voting authority. Realty owns Choice stock as well as other assets.
- F4The proportionate interest in shares owned by Realty (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.
- F5The proportionate interest in shares owned by Mid Pines (978,482) of individual trusts for the benefit of Dr. Bainum's adult children for which Dr. Bainum is the trustee. Beneficial ownership is disclaimed.
- F6The proportionate interest of Dr. Bainum, the Bruce Trust and a grantor retained annuity trust created by Dr. Bainum, in shares owned by Posadas Holdings, LLC, ("Posadas") a family investment entity in which Dr. Bainum shares voting authority.
- F7The Reporting Person and his silblings, Stewart Bainum, Barbara Bainum and Roberta Bainum ("Siblings") received an option that terminated on November 12, 2014 to acquire, subject to probate court approval, up to a total of 2,667,853 shares of the Issuer at fair market value from the Stewart Bainum Declaration of Trust, a trust whose beneficiary is the estate of their father, Stewart Bainum. The option is exercisable for 60 days after obtaining probate court approval. The exercise price of the option is dependent on knowing the date of exercise. On June 13,2014, the Siblings entered into an agreement as a result of which the Reporting Person has the right to acquire up to 666,964 of the optioned shares. Probate court approval for an exercise of 647,964 shares was obtained on January 7, 2015 making the option exercisable through March 7, 2015.
- F8On January 7, 2015, the Reporting Person exercised his option to acquire 647,964 shares.