Edgar Filing: BAINUM STEWART JR

Ownership Submission

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 OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAINUM STEWART JR

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)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman

(Last)

(First)

(Middle)

8171 MAPLE LAWN BLVD, SUITE 375

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008

(Street)

FULTON, MD 20759

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								126,036	I	See Footnote ⁽²⁾
Common Stock								123,298	I	See Footnote ⁽³⁾
Common Stock								1,446,156	I	See Footnote ⁽⁴⁾
Common Stock								13,032	I	See Footnote ⁽⁶⁾
Common Stock								257,183	I	See Footnote ⁽⁷⁾
Common Stock								7,383	I	See Footnote ⁽⁵⁾
Common Stock								304	I	See Footnote ⁽¹⁰⁾
Common Stock	11/18/2008	11/18/2008	M		5,000	A	$ 6.3125	3,294,860	I	See Footnote ⁽¹⁾ ⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		15,000	A	$ 6.3125	3,309,860	I	See Footnote ⁽¹⁾ ⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		5,000	A	$ 8.375	3,314,860	I	See Footnote ⁽¹⁾ ⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		15,000	A	$ 8.375	3,329,860	I	See Footnote ⁽¹⁾ ⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		5,000	A	$ 7.315	3,334,860	I	See Footnote ⁽¹⁾ ⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		15,000	A	$ 7.315	3,349,860	I	See Footnote ⁽¹⁾ ⁽¹¹⁾
Common Stock	11/18/2008	11/18/2008	M		5,000	A	$ 13.055	3,354,860	I	See Footnote ⁽¹⁾ ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Options

$ 6.3125 ⁽⁹⁾

11/18/2008

15,000

02/01/2004⁽⁹⁾

02/01/2009⁽⁹⁾

Common

0 ⁽⁹⁾

$ 94,687

35,000 ⁽¹¹⁾

Non-Qualified Stock Options

$ 8.375 ⁽⁹⁾

11/18/2008

15,000

02/07/2005⁽⁹⁾

02/07/2010⁽⁹⁾

Common

0 ⁽⁹⁾

$ 125,625

20,000 ⁽¹¹⁾

Non-Qualified Stock Options

$ 7.315 ⁽⁹⁾

11/18/2008

15,000

02/08/2006⁽⁹⁾

02/08/2011⁽⁹⁾

Common

0 ⁽⁹⁾

$ 109,725

5,000 ⁽¹¹⁾

Non-Qualified Stock Options

$ 13.055 ⁽⁹⁾

11/18/2008

5,000

04/30/2007⁽⁹⁾

04/30/2012⁽⁹⁾

Common

0 ⁽⁹⁾

$ 65,275

0 ⁽¹¹⁾

Incentive Stock Options

$ 6.3125 ⁽⁸⁾

11/18/2008

5,000

02/01/2004⁽⁸⁾

02/01/2009⁽⁸⁾

Common

0 ⁽⁸⁾

$ 31,563

10,000 ⁽¹¹⁾

Incentive Stock Options

$ 8.375 ⁽⁸⁾

11/18/2008

5,000

02/07/2005⁽⁸⁾

02/07/2010⁽⁸⁾

Common

0 ⁽⁸⁾

$ 41,875

5,000 ⁽¹¹⁾

Incentive Stock Options

$ 7.315 ⁽⁸⁾

11/18/2008

5,000

02/08/2006⁽⁸⁾

02/08/2011⁽⁸⁾

Common

0 ⁽⁸⁾

$ 36,575

0 ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAINUM STEWART JR 8171 MAPLE LAWN BLVD SUITE 375 FULTON, MD 20759	X	X	Chairman

Signatures

Christine A. Shreve, Attorney-in-fact		11/19/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares owned by Stewart Bainum Jr. Declaration of Trust ("Stewart Bainum Jr. Trust") in which Mr. Bainum, Jr. is the sole trustee.
(2)	The proportionate interest of the Stewart Bainum, Jr. Trust in shares (1,200,000) owned by Mid Pines Associates, L.P.("Mid Pines")
(3)	The proportionate interest of various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children in shares (1,200,000) owned by Mid Pines.
(4)	The proportionate interest of the Stewart Bainum, Jr. Trust in shares (7,135,738) owned by Realty Investment Company, Inc. a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder.
(5)	Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan.
(6)	Shares owned by various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children.
(7)	The proportionate interest of Mr. Bainum, Jr's two minor children in shares (7,135,738) owned by Realty Investment Company, Inc., a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder. Also includes 250,100 shares indirectly held through Realty by certain trusts for the benefit of Mr. Bainum, Jr.'s two minor children.
(8)	Incentive Stock Option Plan shares held by Mr. Bainum, Jr.
(9)	Non-Qualified Stock Option Plan shares held by Mr. Bainum, Jr.
(10)	Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Savings and Investment Plan.
(11)	Mr. Bainum exercised non-qualified stock options for 50,000 shares which expired from 2/1/2009 through 4/30/2012 and incentive stock options of 15,000 shares which expired from 2/1/2009 through 2/8/2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.