Schedule 13D Amendment No. 9





Washington, D.C. 20549




Under the Securities Exchange Act of 1934

(Amendment No. 9)*




(Name of Issuer)

Common Stock

(Title of Class of Securities)


(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)

January 7, 2015

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).






CUSIP No. 169905-10-6   Page 2 of 5



Name of reporting person


Stewart Bainum, Jr


Check the appropriate box if a member of a group*

(a)  ¨        (b)  ¨



SEC use only



Source of funds




Check box if disclosure of legal proceeding is required pursuant to Items 2(c) or 2(e)    ¨



Citizenship or place of organization



Number of



owned by







Sole voting




Shared voting power




Sole dispositive power




Shared dispositive power




Aggregate amount beneficially owned by each reporting person




Check Box if the aggregate amount in Row (11) excludes certain shares



Percent of class represented by amount in Row (11)




Type of reporting person





CUSIP No. 169905-10-6   Page 3 of 5


Item 1. Security and Issuer


  (a) Name of Issuer:

Choice Hotels International, Inc. (“The Company”)


  (b) Address of Issuer’s Principal Executive Offices:

1 Choice Circle, Suite 400

Rockville, MD 20850


  (c) Title and Class of Securities:

Common Stock


Item 2. Identity and Background


  (a) Name:

Stewart Bainum, Jr. (“Mr. Bainum” or the “Reporting Person”)


  (b) Business Address:

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759


  (c) Present Principal Employment:

Chairman, Choice Hotels International


  (d) Record of Convictions:

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


  (e) Record of Civil Proceedings:

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.


  (f) Citizenship:



Item 3. Source and Amount of Funds or Other Consideration

See Item 4.


Item 4. Purpose of Transaction

Sales of shares by the Stewart Bainum Declaration of Trust (“SBTrust”), a trust whose beneficiary is the estate of Stewart Bainum, Mr. Bainum, Jr’s father, for which Mr. Bainum, Jr. is trustee, pursuant to private transactions.


Item 5. Interest in Securities of the Issuer


  (a) Amount and percentage beneficially owned:

Reporting Person:

11,975,231 shares including 999,777 shares owned by the Stewart Bainum, Jr. Declaration of Trust of which Mr. Bainum, Jr. is the sole trustee and beneficiary. Also includes 1,417,056 shares owned by Leeds Creek Holdings, LLC whose only member is Mr. Bainum, Jr.’s trust; 978,482 shares owned by Mid Pines Associates Limited Partnership, in which Mr. Bainum, Jr.’s trust is managing general partner and has shared voting authority; 6,821,574 shares owned by Realty Investment Company, Inc., a private company in which Mr. Bainum, Jr.’s trust owns voting stock and has shared voting authority; 193,686 shares owned by the Foundation for Maryland’s Future, a private foundation whose principal sponsor is Mr. Bainum, Jr. and for which he has sole voting authority; and 11,332 shares, which Mr. Bainum, Jr. has the right to receive upon termination of his employment with the Company pursuant to the terms of the Company’s retirement plans.

Also includes, 1,268,925 shares owned by the SBTrust. As trustee of the SBTrust, Mr. Bainum, Jr. also has sole voting authority for 224,399 shares owned by Cambridge Investment Co., LLC and 60,000 shares owned by Dinwiddie Enterprises, Inc., a private investment company.


  (b) Number of shares as to which such person has:


(i) Sole Voting Power    4,175,175
(ii) Shared Voting Power    7,800,056
(iii) Sole Dispositive Power    4,175,175
(iv) Shared Dispositive Power    7,800,056



CUSIP No. 169905-10-6   Page 4 of 5



  (c) A schedule of transactions effected in the last sixty days is as follows:

11/19/2014 Stewart Bainum Jr gifted 132,000 shares to the Foundation for Maryland’s Future.

1/7/2015 SBTrust sold 647,964 shares at $53.86 per share in a private transaction.

1/7/2015 SBTrust sold 20,000 shares at $54.09 per share in a private transaction.

1/7/2015 SBTrust sold 19,000 shares at $54.09 per share in a private transaction.


  (d) Ownership of more than five percent on behalf of Another Person:

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.


  (e) Ownership of Less than Five Percent:



Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer



Item 7. Material to be Filed as Exhibits




CUSIP No. 169905-10-6   Page 5 of 5



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: January 16, 2015


/s/ Stewart Bainum, Jr

Stewart Bainum, Jr.

/s/ Christine A. Shreve

  Christine A. Shreve, Attorney-in-fact