[Form 4] Choice Hotels Intnl. Insider Trading Activity

Rhea-AI Filing Summary

Vor Biopharma Inc. (NASDAQ: VOR) – Schedule 13D/A Amendment No. 2 filed 9 July 2025

Venture investor 5AM Ventures and related entities disclosed that they reduced their collective beneficial ownership below the 5 % reporting threshold. Following open-market sales on 8 July 2025, the group now controls 4,422,863 common shares, equal to 3.5 % of VOR’s 124,959,520 shares outstanding (per the issuer’s 14 May 2025 10-Q).

Key transaction details: 5AM Ventures VI, L.P. sold 1,400,444 shares and 5AM Opportunities I, L.P. sold 538,416 shares, for a combined 1,938,860 shares at prices ranging from $2.40–$3.00 (weighted-average $2.4568). After the sales, individual holdings are:

• 5AM Ventures VI, L.P.: 3,194,645 shares (2.6 %) – shared voting/dispositive power
• 5AM Opportunities I, L.P.: 1,228,218 shares (1.0 %) – shared voting/dispositive power
• Managing members Andrew J. Schwab & Dr. Kush Parmar share control over the full 4.42 M shares

Implications: The filing confirms that the venture group is no longer classified as an “insider” under the 5 % threshold, potentially reducing governance influence. The sizable sale may create temporary supply pressure, but the funds retain a meaningful 3.5 % position, signalling continued (albeit reduced) exposure to VOR’s clinical pipeline.

Positive

• 5AM Ventures retains a 3.5 % stake, indicating continued—though diminished—confidence in VOR’s prospects
• Sales were executed at prevailing market prices ($2.40–$3.00), avoiding a discounted block placement that could have signalled distress

Negative

• 1.94 M shares sold in one day introduces potential short-term supply pressure on VOR’s share price
• The venture group fell below the 5 % threshold, signalling a reduced strategic commitment and insider influence

Insights

Securities Analyst

TL;DR: 5AM Ventures sold 1.94 M shares, cutting stake to 3.5 %; insider exit pressure outweighs continued holding.

The amendment documents a material reduction by VOR’s largest early-stage backer. Moving below 5 % ends Section 16 insider status and may loosen future sale restrictions, paving the way for additional divestiture. The <$3 sale price suggests limited appetite above recent trading levels, which could cap near-term upside. However, 5AM keeps a sizable stake, implying residual confidence in Vor’s CD33-targeted hematologic pipeline. Overall signal skews negative for sentiment and float dynamics.

Portfolio Manager

TL;DR: Venture fund exit raises float, but overhang partially cleared; neutral-to-slightly negative impact.

1.94 M shares equate to ~1.5 % of shares outstanding—large enough to influence short-term trading volumes, yet the orderly open-market execution limits discount risk. Exit below 5 % removes the requirement for future 13D filings; monitoring daily volumes is now essential. For long-term holders, reduced VC influence could lessen potential secondary supply, but the sale also removes a perceived vote of confidence. Net impact: modestly negative near term, neutral longer term pending drug-development catalysts.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dragisich Dominic

(Last) (First) (Middle)

915 MEETING STREET

SUITE 600

(Street)

NORTH BETHESDA MD 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)
	EVP, Op & Chief Glb Brands Ofc

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/08/2025		M(1)		4,900	A	$91.28	75,781	D
Common Stock	07/08/2025		S(1)		4,900	D	$132.72(2)	70,881	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options	$91.28	07/08/2025		M(1)			4,900	(3)	02/28/2030	Common Stock	4,900	$0	0	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 25, 2024, and modified on March 14, 2025.

2. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $132.52 to $132.88, 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. Options vested in four equal annual installments beginning on March 2, 2021.

	Sharon Houle Randall, Attorney In Fact	07/09/2025
	** 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.

FAQ

How many VOR shares did 5AM Ventures sell on 8 July 2025?

They sold 1,938,860 shares (1,400,444 by 5AM Ventures VI and 538,416 by 5AM Opportunities I).

What price range did the VOR shares trade at during the sale?

The shares were sold between $2.40 and $3.00, with a weighted-average price of $2.4568.

What is 5AM Ventures’ new ownership percentage in Vor Biopharma (VOR)?

Post-sale, the group holds 3.5 % of outstanding shares, totaling 4,422,863 common shares.

Does 5AM Ventures still have insider status at VOR?

No. By dropping below the 5 % beneficial ownership threshold, the group is no longer classified as a Section 16 insider.

Could 5AM Ventures continue selling VOR shares?

Yes. Without the 5 % threshold, future sales will not require Schedule 13D amendments, so additional divestitures may occur without immediate public notice.