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*
BRE HY FUNDING LLC

(Last) (First) (Middle)
C/O BLACKSTONE REAL ESTATE ACQUISITIONS
345 PARK AVENUE, 31ST FLOOR

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LODGIAN INC [ LGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Series A Preferred Stock 07/26/2004 J(1) 394,890 D $28.16(1) 0 I See Footnote(2)(3)
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
1. Name and Address of Reporting Person*
BRE HY FUNDING LLC

(Last) (First) (Middle)
C/O BLACKSTONE REAL ESTATE ACQUISITIONS
345 PARK AVENUE, 31ST FLOOR

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Real Estate Partners III L.P.

(Last) (First) (Middle)
345 PARK AVENUE
31ST FLOOR

(Street)
NEW YORK NY 01054

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Real Estate Associates III L.P.

(Last) (First) (Middle)
345 PARK AVENUE
31ST FLOOR

(Street)
NEW YORK NY 01054

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Real Estate Management Associates III L.P.

(Last) (First) (Middle)
345 PARK AVENUE
31ST FLOOR

(Street)
NEW YORK NY 01054

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BREA III L.L.C.

(Last) (First) (Middle)
345 PARK AVENUE
31ST FLOOR

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PETERSON PETER G

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On July 26, 2004, all outstanding shares of Series A Preferred Stock, par value $0.01 per share ("Preferred Stock") were redeemed at the option of the Issuer pursuant to there terms. The redemption price was 104% of the liquidation value per share of Preferred Stock ($25.00 per share plus accrued dividends).
2. The Reporting Persons are BRE/HY Funding L.L.C., a Delaware limited liability company ("BRE/HY"), Blackstone Real Estate Partners III L.P., a Delaware limited partnership ("BREP"), Blackstone Real Estate Associates III, L.P., a Delaware limited partnership ("BREA"), Blackstone Real Estate Management Associates III L.P., a Delaware limited partnership ("BREMA"), BREA III L.L.C., a Delaware limited liability company ("BRE"), and Peter G. Peterson and Stephen A. Schwarzman. The securities were held of record by BRE/HY. As the managing member of BRE/HY, BREP may be deemed to be the beneficial owner of securities held by BRE/HY. As the general partner of BREP, BREA may be deemed to be the beneficial owner of securities deemed to be beneficially owned by BREP. (Footnote continued in Footnote (3)).
3. As the general partner of BREA, BREMA may be deemed to be the beneficial owner of securities deemed to be beneficially owned by BREA. As the general partner of BREMA, BRE may be deemed to be the beneficial owner of securities deemed to be beneficially owned by BREMA. As the founding members of BRE, Messrs. Peterson and Schwarzman may be deemed to be the beneficial owners of securities deemed to be beneficially owned by BRE. Each of the Reporting Persons disclaims beneficial ownership of the securities, except to the extent of its or his pecuniary interest.
Remarks:
Exhibits: Exhibit A - Joint Filing Agreement
/s/ Jonathan D. Gray 07/27/2004
** 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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