SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* OCM REAL ESTATE OPPORTUNITIES FUND III GP, LLC (Last) (First) (Middle) 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/23/2007	3. Issuer Name and Ticker or Trading Symbol LODGIAN INC [ LGN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	276,138(1)(2)(3)(4)	I	See footnote(1)
Common Stock, $0.01 par value per share	267,855(2)(3)(4)	D
Common Stock, $0.01 par value per share	8,283(2)(3)(4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* OCM REAL ESTATE OPPORTUNITIES FUND III GP, LLC (Last) (First) (Middle) 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* OCM REAL ESTATE OPPORTUNITIES FUND III LP (Last) (First) (Middle) 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* OCM REAL ESTATE OPPORTUNITIES FUND IIIA L P (Last) (First) (Middle) 333 SOUTH GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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. 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.

2. 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.

3. 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").

4. 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	03/06/2007
	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.	03/06/2007
	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.	03/06/2007
	** Signature of Reporting Person	Date
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