FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Units(1) | $0(2) | 12/30/2005 | G | 157,114 | (2) | (2) | Common Shares, without par value | 157,114 | $0 | 2,514,197 | I | See footnote(3) | ||
Units(1) | $0(2) | 12/30/2005 | G | 157,114 | (2) | (2) | Common Shares, without par value | 157,114 | $0 | 2,514,197 | I | See footnote(4) | ||
Units(1) | $0(2) | 12/30/2005 | G | 779,941 | (2) | (2) | Common Shares, without par value | 779,941 | $0 | 2,514,197 | I | See footnote(5) | ||
Units(1) | $0(2) | 12/30/2005 | G | 779,941 | (2) | (2) | Common Shares, without par value | 779,941 | $0 | 2,514,197 | I | See footnote(6) | ||
Units(1) | $0(2) | 12/30/2005 | G | 124,438 | (2) | (2) | Common Shares, without par value | 124,438 | $0 | 2,638,635 | I | See footnote(7) | ||
Units(1) | $0(2) | (2) | (2) | Common Shares, without par value | 1,427,142 | 2,638,635 | I | See footnote(8) | ||||||
Units(1) | $0(2) | (2) | (2) | Common Shares, without par value | 150,000 | 2,638,635 | I | See footnote(9) |
Explanation of Responses: |
1. Units of partnership interest in Boykin Hotel Properties, L.P. (the "Partnership"). |
2. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of the Partnership, a holder of units 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 common share of Boykin Lodging Company). However, Boykin Lodging Company, the general partner of the Partnership, may elect, subject to certain conditions, to deliver its common shares on a one-for-one basis with the number of units held in lieu of cash. |
3. Owned by the Reporting Person, as trustee of the Robert W. Boykin 2005 Amended and Restated Revocable Trust, dated December 16, 2005. The Reporting Person is a beneficiary of the trust. |
4. Owned by John E. Boykin, as trustee of the Robert W. Boykin Investments Trust, dated December 16, 2005. The Reporting Person is a beneficiary of the trust. |
5. Owned by The Boykin Group, Inc., an Ohio corporation ("Boykin Group"), of which the Reporting Person owns an approximately 54% indirect equity interest. |
6. Owned by John E. Boykin, as trustee of TBG Investments Trust, dated December 16, 2005. Boykin Group is the beneficiary of the trust. |
7. Owned by the Reporting Person, as trustee of the John E. Boykin Investments Trust, dated December 16, 2005. The Reporting Person is not a beneficiary of the trust. |
8. Owned by JABO, LLC, of which the Reporting Person owns an approximately 54% indirect equity interest. |
9. Owned by the Reporting Person and John E. Boykin, as co-trustees of the William J. Boykin Trust. |
/s/ Robert W. Boykin | 02/14/2006 | |
** 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. |