-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K95bfH5tlelJkhU9gPKrU/98ICP8feo0SAlBdvs3eSipgWNv0xeGfQbIOyWO8i6/ rf+NxrthpQAyVl9lqqWNYg== 0001104659-07-016752.txt : 20070306 0001104659-07-016752.hdr.sgml : 20070306 20070306161853 ACCESSION NUMBER: 0001104659-07-016752 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070223 FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM REAL ESTATE OPPORTUNITIES FUND IIIA L P CENTRAL INDEX KEY: 0001240406 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14537 FILM NUMBER: 07675081 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM REAL ESTATE OPPORTUNITIES FUND III LP CENTRAL INDEX KEY: 0001193551 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14537 FILM NUMBER: 07675082 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVNEUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LODGIAN INC CENTRAL INDEX KEY: 0001066138 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522093696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4043649400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM REAL ESTATE OPPORTUNITIES FUND III GP, LLC CENTRAL INDEX KEY: 0001392001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14537 FILM NUMBER: 07675083 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, LLC STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, LLC STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 3 1 a3.xml 3 X0202 3 2007-02-23 0 0001066138 LODGIAN INC LGN 0001392001 OCM REAL ESTATE OPPORTUNITIES FUND III GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001193551 OCM REAL ESTATE OPPORTUNITIES FUND III LP 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001240406 OCM REAL ESTATE OPPORTUNITIES FUND IIIA L P 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, $0.01 par value per share 276138 I See footnote Common Stock, $0.01 par value per share 267855 D Common Stock, $0.01 par value per share 8283 D OCM Real Estate Opportunities Fund III GP, LLC, a Delaware limited liability company ("Fund III GP"), is the general partner of OCM Real Estate Opportunities Fund III, L.P., a Delaware limited partnership ("Fund III"), and OCM Real Estate Opportunities Fund IIIA, L.P., a Delaware limited partnership ("Fund IIIA"), and therefore Fund III GP may be deemed the beneficial owner of the shares directly owned by Fund III and Fund IIIA reported herein. Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"), is the managing member of Fund III GP. Oaktree reported the acquisition of the shares reported herein on Form 4 filed with the Securities Exchange Commission (the "SEC") on June 29, 2004. On June 25, 2004, Fund III exchanged 100,829 shares of Series A Preferred Stock, par value $0.01 per share ("Preferred Stock"), of Lodgian, Inc., a Delaware corporation (the "Issuer"), for 267,855 shares of the Issuer's Common Stock, par value $0.01 per share ("Common Stock"), and Fund IIIA exchanged 3,118 shares of Preferred Stock for 8,283 shares of Common Stock, in each case pursuant to the Preferred Share Exchange Agreement, dated as of June 22, 2004, by and among the Issuer and each of the holders of Preferred Stock identified therein. On February 23, 2007, Fund III, Fund IIIA, and OCM Real Estate Opportunities Fund II, L.P., a Delaware limited partnership ("Fund II", and together with Fund III and Fund IIIA, the "Oaktree Funds"), sent a notice to the Issuer that the Oaktree Funds intend to nominate two individuals for election to the Board of Directors of the Issuer at the 2007 Annual Meeting of Stockholders of the Issuer to be held on April 24, 2007. As a result, Oaktree, Fund III GP and the Oaktree Funds may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Fund III GP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Each of Fund III and Fund IIIA disclaims beneficial ownership of the reported securities that it does not own directly. The filing of this Form 3 shall not be deemed an admission that any of Fund III GP, Fund III or Fund IIIA is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities not held directly for its account. Cary A. Kleinman, Vice President, and Mark Oei, Managing Director, of Oaktree Capital Management, LLC, managing member of OCM Real Estate Opportunities Fund III GP, LLC 2007-03-06 Cary A. Kleinman, Vice President, and Mark Oei, Managing Director, of Oaktree Capital Management, LLC, managing member of OCM Real Estate Opportunities Fund III GP, LLC, general partner of OCM Real Estate Opportunities Fund III, L.P. 2007-03-06 Cary A. Kleinman, Vice President, and Mark Oei, Managing Director, of Oaktree Capital Management, LLC, managing member of OCM Real Estate Opportunities Fund III GP, LLC, general partner of OCM Real Estate Opportunities Fund IIIA, L.P. 2007-03-06 -----END PRIVACY-ENHANCED MESSAGE-----