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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOYKIN LODGING CO [ BOY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Shares, without par value | 133,196(1) | D | ||||||||
Common Shares, without par value | 12/15/2003 | P | 8,101 | A | $8.99 | 119,676 | I | See footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
See footnote(3) | $0(4) | 11/04/1999 | (4) | Common Shares, without par value | 157,114 | 157,114 | D | ||||||||
Employee Share Option (Right to Buy) | $13.47 | 12/02/1999 | 12/02/2008 | Common Shares, without par value | 50,000 | 50,000 | D | ||||||||
Employee Share Option (Right to Buy) | $10.97 | 01/01/2001(5) | 01/01/2010 | Common Shares, without par value | 48,000 | 48,000 | D | ||||||||
Employee Share Option (Right to Buy) | $7.3 | 12/05/2002(6) | 12/05/2011 | Common Shares, without par value | 70,000 | 70,000 | D | ||||||||
Employee Share Option (Right to Buy) | $8.06 | 01/01/2003(7) | 01/01/2012 | Common Shares, without par value | 30,000 | 30,000 | D |
Explanation of Responses: |
1. Some of the amount represents restricted shares granted pursuant to the Company's Long-Term Incentive Plan that are subject to forfeiture. |
2. The Common Shares were acquired by the Profit Sharing Plan. 54,526 Common Shares are owned by Rowboy Trading and Holdings LLC, a Delaware limited liability company ("Rowboy"), of which the Reporting Person is the sole managing member. A trust for the benefit of the Reporting Person owns a 99% equity interest and the Reporting Person owns a 1% equity interest in Rowboy. 51,149 Common Shares are owned by Boykin Management Company Limited Liability Company, an Ohio limited liability company, of which the Reporting Person owns approximately a 54% indirect equity interest and 5,900 Common Shares are owned by the Boykin Group, Inc., an Ohio corporation, of which the Reporting Person owns approximately a 54% indirect equity interest. |
3. Partnership interest in Boykin Hotel Properties, L.P. |
4. The Reporting Person acquired interests ("Units") in Boykin Hotel Properties, L.P. (the "Partnership") on November 4, 1996. In November 2001, the Reporting Person transferred the Units to a trust for the Reporting Person's benefit. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of the Partnership, the Reporting Person may cause the Partnership to purchase his Units for cash (the value of a Unit, subject to certain factors, is equal to the value of one Boykin Lodging Company Common Share). However, Boykin Lodging Company, the general partner of the Partnership, may elect, subject to certain conditions, to deliver Boykin Lodging Company Common Shares on a one-for-one basis with the number of Units held in lieu of cash. |
5. The Employee Share Option is vested with respect to 28,800 Common Shares. The Employee Share Option will vest with respect to 9,600 Common Shares on each of January 1, 2004 and January 1, 2005. |
6. The Employee Share Option is vested with respect to 46,666 Common Shares. The Employee Share Option will vest with respect to 23,334 Common Shares on December 5, 2004. |
7. The Employee Share Option is vested with respect to 10,000 Common Shares. The Employee Share Option will vest with respect to 10,000 Common Shares on each of January 1, 2004 and January 1, 2005. |
/s/ Robert W. Boykin | 12/15/2003 | |
** 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. |