UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

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)

 

 

May 27, 2008

(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).

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CUSIP No. 169905-10-6		13D		Page 2 of 4

This Amendment No. 3 (this “Amendment”) amends and supplements the Statement on Schedule 13D, as heretofore amended (the “Schedule 13D”), relating to the shares of common stock, par value $0.01 per share (the “Shares”), of Choice Hotels International, Inc., a Delaware corporation (the “Issuer”), previously filed by Roberta Bainum (the “Reporting Person”). This Amendment is being filed to update Item 5 of the Schedule 13D due to the formation of a new trust in which Ms. Bainum is the sole trustee and beneficiary and to which shares distributed by another trust for her benefit were contributed. The Amendment also updates certain changes in the facts reported in the Schedule 13D, none of which, individually or in the aggregate, the Reporting Person believes to be material.

 

1		Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person   Roberta Bainum S.S.#: ###-##-####
2		Check the Appropriate Box if a Member of a Group* (a)  ¨ (b)  ¨
3		SEC Use Only
4		Source of Funds   00
5		Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(C) or 2(E)		¨
6		Citizenship or Place of Organization   USA

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   with:		7    Sole Voting Power          3,250,202
		8    Shared Voting Power          8,335,738
		9    Sole Dispositive Power          3,250,202
		10    Shared Dispositive Power          8,335,738

11		Aggregate Amount Beneficially Owned by Each Reporting Person   11,585,940
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13		Percent of Class Represented by Amount in Row (11)   18.63%
14		Type of Reporting Person   IN

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CUSIP No. 169905-10-6		13D		Page 3 of 4

 

Item 1.

Security and Issuer

 

(a)

Name of Issuer:

Choice Hotels International, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:

10750 Columbia Pike

Silver Spring, MD 20901

 

(c)

Title and Class of Securities:

Common Stock

 

Item 2.

Identity and Background

 

(a)

Name:

Roberta Bainum

 

(b)

Business Address:

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

(c)

Present Principal Employment:

Director, Commonweal Foundation

10770 Columbia Pike, Suite 100

Silver Spring, Maryland 20901

 

(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:

Reporting Person is a citizen of the United States.

 

Item 3.

Source and Amount of Funds or Other Consideration

N/A

 

Item 4.

Purpose of Transaction

A change in voting and dispositive power due to the formation of a new trust in which Ms. Bainum is the sole trustee and beneficiary and to which shares distributed by another trust for her benefit were contributed.

 

Item 5.

Interest in Securities of the Issuer

 

(a)

Amount and percentage beneficially owned:

Reporting Person:

11,585,940. Includes 3,250,202 shares owned by the Roberta Bainum Declaration of Trust, in which Ms. Bainum is the sole trustee and beneficiary; 1,200,000 shares owned by Mid Pines Associates, LP, in which Ms. Bainum’s Trust is a general partner and has shared voting authority; 7,135,738 shares owned by Realty Investment Company, Inc. (“Realty”), a real estate management and investment company in which Ms. Bainum’s Trust is a stockholder and has shared voting authority.

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CUSIP No. 169905-10-6		13D		Page 4 of 4

 

(b)

Number of shares as to which such person has:

 

(i) Sole Voting Power		3,250,202
(ii) Shared Voting Power		8,335,738
(iii) Sole Dispositive Power		3,250,202
(iv) Shared Dispositive Power		8,335,738

 

(c)

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

On May 27, 2008, 3,250,202 shares were distributed to Ms. Bainum in liquidation of a trust for her benefit for which her brother served as trustee. On May 27, 2008 Ms. Bainum contributed 3,250,202 shares to her newly formed Roberta Bainum Declaration of Trust, in which Ms. Bainum is the sole trustee and beneficiary.

 

(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 trusts, corporations or partnerships, other beneficiaries, 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 and Jane Bainum, and their four adult children, Stewart Bainum, Jr., Bruce Bainum, Roberta Bainum, and Barbara Bainum and their grandson Scott Renschler, no other person has such interest relating to more than 5% of the outstanding class of securities.

 

(e)

Ownership of Less than Five Percent:

Not applicable.

 

Item 6.

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

On July 27, 2007, Realty entered into a Revolving Credit Loan Agreement (“Loan Agreement”) with Wachovia Bank, National Association (“Wachovia”) for up to $5,000,000. In connection therewith, Realty has pledged to continue to deliver as security such number of shares whose value shall equal 50% of the value of the loan amount outstanding at any time. 268,890 of Realty’s total 7,135,738 shares available have been delivered. The Loan Agreement contains default and similar provisions that are standard for such agreements. Wachovia may not exercise voting or dispositive power over the pledged shares prior to an event of default under the Loan Agreement.

 

Item 7.

Material to be Filed as Exhibits

Exhibit 1 – Stock Pledge Agreement dated June 29, 2006.

Exhibit 2 – First Loan Modification Agreement dated July 27, 2007.

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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: June 2, 2008