FORM 5
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
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BAINUM BARBARA
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2. Issuer Name and Ticker or Trading Symbol
CHOICE HOTELS INTERNATIONAL INC /DE [CHH]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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8171 MAPLE LAWN BLVD , SUITE 375
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
2024-12-31
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4. If Amendment, Date Original Filed (Month/Day/Year)
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6. Individual or Join/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BAINUM BARBARA
8171 MAPLE LAWN BLVD
SUITE 375
FULTON, MD20759
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Signatures
Patrick George
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2025-02-06
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Shares owned by the Barbara Bainum Declaration of Trust (the "BB Trust") in which Ms. Bainum is the sole trustee and current beneficiary. Shares were distributed from Mid Pines Associates, L.P. as a result of the dissolution and liquidation of the Partnership. Shadow Holdings, LLC distributed 5,000 shares of common stock of the Issuer to Ms. Bainum.
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(2)
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The proportionate interest in BB Trust shares (910,330) owned by MidPines Associates, L.P. ("Mid Pines"), in which the BB Trust has shared voting authority. Mid Pines distributed shares as a result of the dissolution and liquidation of the Partnership.
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(3)
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The proportionate interest of the BB Trust in shares (6,821,573) owned by White Oak Legacy, Inc. (f/k/a Realty Investment Co, Inc.) ("White Oak Legacy") an investment company in which Ms. Bainum is a noncontrolling shareholder and has shared voting authority. White Oak Legacy owns Choice stock as well as other assets and liabilities.
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(4)
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Shares owned by Shadow Holdings, LLC, owned by Ms. Bainum for which she shares voting authority. Shares were distributed to Ms. Bainum and the LLC was dissolved.
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