Sec Form 4 Filing - Dragisich Dominic @ CHOICE HOTELS INTERNATIONAL INC /DE - 2023-03-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Dragisich Dominic
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 Financial Officer
(Last) (First) (Middle)
1 CHOICE HOTELS CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2023
(Street)
ROCKVILLE, MD20850
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,478 ( 1 ) A $ 0 77,802 D
Common Stock 03/02/2023 A 4,571 ( 2 ) A $ 0 82,373 D
Common Stock 03/02/2023 A 15,479 ( 3 ) A $ 0 97,852 D
Common Stock 03/02/2023 F 10,840 D $ 123.71 87,012 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 13,251 ( 4 ) 03/02/2033 Common Stock 13,251 $ 0 13,251 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dragisich Dominic
1 CHOICE HOTELS CIRCLE
ROCKVILLE, MD20850
Chief Financial Officer
Signatures
Emanuel Strauss, Attorney In Fact 03/06/2023
Signature of Reporting Person Date
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 5,478 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 4,571 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 15,479 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.

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).
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