UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
| 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)
| August 12, 2011 |
(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 |
13D | Page 2 of 4 |
| 1 |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Commonweal Foundation, Inc. EIN #: 23-7000192
| |||||
| 2 | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
N/A | |||||
| 5 | Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(C) or 2(E)
¨ | |||||
| 6 | Citizenship or Place of Organization
District of Columbia | |||||
| Number of Shares Beneficially Owned by Each Reporting Person with: |
7 | Sole Voting Power
3,200,000 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
3,200,000 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,200,000 | |||||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 |
Percent of Class Represented by Amount in Row (11)
5.4% | |||||
| 14 |
Type of Reporting Person
Company | |||||
| 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: | ||
| Commonweal Foundation, Inc. | ||
| (b) Business Address: | ||
| 10770 Columbia Pike, Suite 150 | ||
| Silver Spring, MD 20901 | ||
| (c) Present Principal Employment: | ||
| N/A | ||
| (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: | ||
| N/A | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
| The Reporting Person utilized no funds in the acquisition of the securities of the Issuer triggering the filing of this 13D. | ||
| Item 4. | Purpose of Transaction | |
| On August 12, 2011, the Reporting Person received a charitable gift of 604,797 shares from Jane Bainum resulting in their ownership exceeding 5%. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) Amount and percentage beneficially owned: | ||
| Reporting Person: | ||
| 3,200,000 shares. | ||
| CUSIP No. 169905-10-6 |
13D | Page 4 of 4 |
| (b) Number of shares as to which such person has: | ||||
| (i) Sole Voting Power |
3,200,000 | |||
| (ii) Shared Voting Power |
0 | |||
| (iii) Sole Dispositive Power |
3,200,000 | |||
| (iv) Shared Dispositive Power |
0 | |||
| (c) A schedule of transactions effected in the last sixty days is as follows: | ||||
| 8/8/11 1,190,203 shares - Gift from Stewart Bainum | ||||
| 8/10/11 602,000 shares - Gift from Jane Bainum | ||||
| 8/11/11 603,000 shares - Gift from Jane Bainum | ||||
| (d) Ownership of more than five percent on behalf of Another Person: | ||||
| Not applicable. |
||||
| (e) Ownership of Less than Five Percent: |
||||
| Not applicable. |
||||
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer | |||
| N/A | ||||
| Item 7. | Material to be Filed as Exhibits | |||
| N/A | ||||
| 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: | August 17, 2011 | |||
| /s/ Commonweal Foundation, Inc. |
| Commonweal Foundation, Inc. |
| BY: | /s/ Christine A. Shreve | |
| Christine A. Shreve, Attorney-in-fact |