SEC FORM 4

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

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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^*

CONTI RICHARD C

(Last)

(First)

(Middle)

45 W. PROSPECT AVE., SUITE 1500

(Street)

CLEVELAND

44115

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOYKIN LODGING CO [ BOY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common shares, without par value	09/21/2006		D⁽¹⁾		137,872.1	D	$7.63	0	D
Common shares, without par value	09/21/2006		D⁽¹⁾		10,802.74	D	$7.63	0	I	By Profit Sharing Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$10.938	09/21/2006		D⁽²⁾			33,000	01/01/2000	01/01/2010	Common Shares, without par value	33,000	$0.062	0	D
Employee Stock Option (Right to Buy)	$7.295	09/21/2006		D⁽²⁾			25,000	12/05/2001	12/05/2011	Common Shares, without par value	25,000	$3.705	0	D
Employee Stock Option (Right to Buy)	$7.295	09/21/2006		D⁽²⁾			15,000	01/01/2002	01/01/2012	Common Shares, without par value	15,000	$3.705	0	D
Employee Stock Option (Right to Buy)	$8.06	09/21/2006		D⁽²⁾			15,000	12/05/2001	12/05/2011	Common Shares, without par value	15,000	$2.94	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger with Braveheart Realty (Ohio) Corp. ("Braveheart").

2. Options to purchase common shares granted under the Company's Long-Term Incentive Plans with an exercise price of less than $11.00 per share were cancelled as of the effective time of the merger with Braveheart in exchange for a lump sum cash payment, without interest, less applicable withholding taxes, equal to the product of: (i) the excess, if any, of $11.00 over the exercise price per common share subject to that option, multiplied by (ii) the aggregate number of common shares underlying that option immediately prior to the merger effective time. Options to purchase common shares with an exercise price greater than $11.00 per share were cancelled as of the merger effective time with no payment made.

Remarks:

	Peter W. Van Euwen, Attorney-in-fact	09/22/2006
	** 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).
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