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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
KEY COLONY FUND LP

(Last) (First) (Middle)
10825 FINANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(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)
10/21/2005
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
Common Stock(1) 10/21/2005 P 4,000 A $9.99 2,652,200 I(2) Indirect(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*
KEY COLONY FUND LP

(Last) (First) (Middle)
10825 FINANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(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*
Key Colony Management, LLC

(Last) (First) (Middle)
10825 FINANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(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*
LIEBLONG ALEX R

(Last) (First) (Middle)
10825 FINANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(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. This report is filed jointly by the following entities and individuals, which may be deemed to be direct or indirect 10% owners and members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934: Key Colony Fund, LP, Key Colony Management, LLC, and Alex R. Lieblong.
2. The 4,000 shares of common stock reported as acquired are owned directly by Key Colony Fund, LP and indirectly by Key Colony Management, LLC, as general partner of Key Colony Fund, LP. The managing member of Key Colony Management, LLC is Alex R. Lieblong, who holds voting and dispositive power for the shares held by Key Colony Fund, LP. Each of Key Colony Management, LLC and Mr. Lieblong disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein.
3. Of the 2,652,200 shares of common stock reported as beneficially owned following the transaction (i) 2,643,700 shares are owned directly by Key Colony Fund, LP and indirectly by Key Colony Management, LLC, as general partner of Key Colony Fund, LP, and (ii) 8,500 shares are owned directly by Lieblong & Associates, Inc. The managing member of Key Colony Management and the shareholder, director and officer of Lieblong & Associates is Alex R. Lieblong, who holds voting and dispositive power for the shares held by both entities. Each of Key Colony Management, LLC and Mr. Lieblong disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein.
/s/ Goodloe M. Partee, Attorney-in-fact for Key Colony Fund, LP, Alex R. Lieblong and Key Colony Management, LLC 10/24/2005
** 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.