Amendment: SEC Form SC 13G/A filed by Choice Hotels International Inc.

Item 1(a).

Name of Issuer:

 Choice Hotels International, Inc.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

915 Meeting Street

Suite 600

North Bethesda, MD 20852

Item 2(a).

Name of Person Filing:

Baron Capital Group, Inc. ("BCG")

BAMCO, Inc. ("BAMCO")

Baron Capital Management, Inc. ("BCM")

Ronald Baron

Baron Growth Fund ("BGF")

Item 2(b).

Address of Principal Business Office or, if none, Residence:

767 Fifth Avenue, 49th Floor

New York, NY 10153

Item 2(c).

Citizenship:

  BCG, BAMCO, and BCM are New York corporations. BGF is a series of a Massachusetts business trust. Ronald Baron is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

  169905106

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or

240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

(a)

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☒ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☒ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)

☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)

☒ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)

☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .

 

Item 4.

Ownership.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

N/A

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

The advisory clients of BAMCO and BCM have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's common stock in their accounts.To the best of the Filing Persons' knowledge, no such person has such interest relating to more than 5% of the outstanding class of securities.
 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

  BAMCO and BCM are subsidiaries of BCG. BGF is an advisory client of BAMCO. Ronald Baron owns a controlling interest in BCG.

Item 8.

Identification and Classification of Members of the Group.

 See Item 3.

Item 9.

Notice of Dissolution of Group.

  Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.