Choice Hotels International Form 4 / Patrick Cimerola ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

Cimerola Patrick

(Last)

(First)

(Middle)

915 MEETING STREET

SUITE 600

(Street)

NORTH BETHESDA

20852

(City)

(State)

(Zip)

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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024

4. If Amendment, Date of 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

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	11/22/2024		M⁽¹⁾		691	A	$81.55	18,766	D
Common Stock	11/22/2024		M⁽¹⁾		1,037	A	$81.15	19,803	D
Common Stock	11/22/2024		M⁽¹⁾		1,200	A	$91.28	21,003	D
Common Stock	11/22/2024		M⁽¹⁾		2,392	A	$104.87	23,395	D
Common Stock	11/22/2024		S⁽¹⁾		1,728	D	$150	21,667	D
Common Stock	11/22/2024		S⁽¹⁾		4,692	D	$150.01⁽²⁾	16,975	D
Common Stock	11/25/2024		M⁽¹⁾		2,059	A	$91.28	19,034	D
Common Stock	11/25/2024		M⁽¹⁾		398	A	$104.87	19,432	D
Common Stock	11/25/2024		S⁽¹⁾		496	D	$150.68⁽³⁾	18,936	D
Common Stock	11/25/2024		S⁽¹⁾		963	D	$151.85⁽⁴⁾	17,973	D
Common Stock	11/25/2024		S⁽¹⁾		600	D	$152.44	17,373	D
Common Stock	11/25/2024		S⁽¹⁾		398	D	$150.66	16,975	D
Common Stock	11/25/2024		S⁽¹⁾		500	D	$150.79⁽⁵⁾	16,475	D
Common Stock	11/25/2024		S⁽¹⁾		2,259	D	$151.94⁽⁶⁾	14,216	D
Common Stock	11/25/2024		S⁽¹⁾		1,600	D	$152.47⁽⁷⁾	12,616	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$81.55	11/22/2024		M⁽¹⁾			691	⁽⁸⁾	02/23/2025	Common Stock	691	$0	0	D
Employee Stock Options	$81.15	11/22/2024		M⁽¹⁾			1,037	⁽⁹⁾	02/22/2026	Common Stock	1,037	$0	0	D
Employee Stock Options	$91.28	11/22/2024		M⁽¹⁾			1,200	⁽¹⁰⁾	02/28/2030	Common Stock	1,200	$0	0	D
Employee Stock Options	$104.87	11/22/2024		M⁽¹⁾			2,392	⁽¹¹⁾	02/26/2031	Common Stock	2,392	$0	0	D
Employee Stock Options	$91.28	11/25/2024		M⁽¹⁾			2,059	⁽¹⁰⁾	02/28/2030	Common Stock	2,059	$0	0	D
Employee Stock Options	$104.87	11/25/2024		M⁽¹⁾			398	⁽¹¹⁾	02/26/2031	Common Stock	398	$0	0	D

Explanation of Responses:

1. This transaction was made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 14, 2024.

2. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $150.00 to $150.08, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $150.10 to $151.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $151.21 to $152.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $150.15 to $151.11, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $151.42 to $152.29, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $152.43 to $152.52, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. Options vested in four equal annual installments beginning on March 2, 2019.

9. Options vested in four equal annual installments beginning on March 2, 2020.

10. Options vested in four equal annual installments beginning on March 2, 2021.

11. Options vest in four equal annual installments beginning on March 2, 2022.

	Sharon Houle Randall, Attorney In Fact	11/26/2024
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Choice Hotels International (CHH) Form 4CHOICE HOTELS INTERNATIONAL / Patrick Cimerola ownership change