Sec Form 13D Filing - BAINUM BRUCE filing for CHOICE HOTELS INTERNATIONAL INC (CHH) - 2020-03-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

CHOICE HOTELS INTERNATIONAL, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

169905-10-6

(CUSIP Number)

Christine A. Shreve - 240-295-1600

8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 11, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box  ☐.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Choice Hotels International, Inc.

1 Choice Circle, Suite 400

Rockville, MD 20850

Common Stock

Bruce D. Bainum

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

Investor; Chair – Three Graces Foundation, Inc.

During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.)

During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating such activities subject to, federal or state securities laws or finding any violation with respect to such laws.

N/A

N/A

On March 11, 2020 Posadas Holdings, LLC distributed 400,000 shares of common stock of the Issuer to its owners which consist solely of Dr. Bainum and a trust for his benefit. The transfer involved no consideration.

On March 12, 2020 Dr. Bainum contributed 400,000 shares of common stock of the Issuer to the Bruce Bainum 2020 Grantor Retained Annuity Trust VI, a trust for the benefit of Dr. Bainum and his descendants. The transfer involved no consideration.

Reporting Person:

10,533,882 shares (18.86%) including 1,393,067 shares owned by the Bruce Bainum Declaration of Trust of which Dr. Bainum is the sole trustee and beneficiary. Also includes 832,993 shares owned by Posadas Holdings, LLC, a private company for which he shares voting authority and whose sole members are Dr. Bainum and a trust for his benefit; 978,482 shares owned by Mid Pines Limited Partnership, in which Dr. Bainum’s trust is a general partner and has shared voting authority; 6,821,574 shares owned by Realty Investment Company, Inc., a private family company in which Dr. Bainum’s trust owns voting stock and has shared voting authority; 219,353 shares owned by Three Graces Foundation, Inc., a private foundation for which Dr. Bainum is a Director and has sole voting and dispositive authority; 281,818 shares owned by Charis Advocacy Fund, a tax exempt organization for which Dr. Bainum is a Director and has sole voting and dispositive authority; and 6,595 shares owned by trusts for the benefit of Dr. Bainum’s descendants for which Dr. Bainum is the sole trustee.

In addition to the transactions described in Item 4, on January 17, 2020 and January 21, 2020, family entities for which Dr. Bainum has voting authority engaged in transactions in respect of shares owned by those entities as part of tax and estate planning for members of Dr. Bainum’s family. The transfers involved no consideration.

On January 17, 2020 the Jane Bainum Declaration of Trust, a trust for the benefit of Dr. Bainum’s mother, made gifts of shares of common stock of the Issuer to five tax exempt organizations created by Dr. Bainum, his siblings and family members. Dr. Bainum is a Director and has sole voting authority for Charis Advocacy Fund which is one of the exempt organizations which received 281,818 of the shares gifted by the Jane Bainum Declaration of Trust.

On January 21, 2020, Posadas Holdings, LLC, a family owned company in which Dr. Bainum owns a majority interest and shares voting authority, made distributions of 452,068 shares of common stock of the Issuer to four of its members in redemption of their interests in the LLC. The redeeming members included two of Dr. Bainum’s adult children and two trusts for the benefit of Dr. Bainum’s descendants.

To the extent that shares of the Issuer identified in Item 5(a) are held by corporations or partnerships, other shareholders and partners, respectively, have the right to receive dividends from, or the proceeds from the sale of the shares to the extent of their proportionate interests in such entities. To the best of the Reporting Person’s knowledge, other than Stewart Bainum, Jr., Bruce Bainum, Roberta Bainum and Barbara Bainum, no other person has such interest relating to more than 5% of the outstanding class of securities.

N/A

None

None

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 17, 2020