SEC Form 4 · accession 0001181431-15-001321
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 21, 2015
Accepted (ET)
Jan 22, 2015 · 11:56 am 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 21, 2015 | J | 37,635 | $0.00 | A | 2,817,320 | I | See Footnote |
| Common StockF7,F8 | Jan 21, 2015 | J | 6,595 | $0.00 | A | 6,595 | I | See Footnote |
| Common StockF2 | holding | — | — | — | 130,814 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 922,096 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 306,201 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 86,130 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 1,097,314 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
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.
- 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.
- F7Shares owned by a trust for the benefit of Dr. Bainum's descendants for which Dr. Bainum is the trustee.
- F8Dr. Bainum and a trust for his descendants received shares of the Issuer as a distribution in connection with their direct and/or indirect ownership of Cambridge Investment Company, LLC, a closely held family owned entity.