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
X
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*
OAKTREE CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
333 S. GRAND AVE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(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)
12/30/2005
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)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value per share 12/30/2005 J(2) 28,713 D (2) 2,788,864 I See footnotes(1)(2)(3)(5)
Common Stock, $0.01 par value per share 05/25/2007 J(4) 2,788,864 D (4) 0 I See footnotes(1)(3)(4)
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
Explanation of Responses:
1. This Form 4 is being filed by Oaktree Capital Management, L.P. ("OCM L.P."), which prior to May 25, 2007, was known as Oaktree Capital Management, LLC ("OCM LLC"). OCM LLC underwent internal corporate restructuring on May 25, 2007.
2. Effective as of December 30, 2005, OCM LLC is no longer the investment manager of the third-party separate account that held 28,713 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Lodgian, Inc., a Delaware corporation (the "Issuer").
3. OCM LLC disclaims beneficial ownership of all Common Stock reported herein except to the extent of its pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission, for purposes of Section 16 of the Securities Act of 1934, as amended (the "Exchange Act"), or otherwise, that OCM LLC is the beneficial owner of any Common Stock reported herein.
4. As a result of the restructuring of OCM LLC, effective May 25, 2007, OCM L.P. is no longer within the chain of ownership of the shares of Common Stock held by OCM Real Estate Opportunities Fund II, L.P. ("Fund II"), OCM Real Estate Opportunities Fund III, L.P. ("Fund III") and OCM Real Estate Opportunities Fund IIIA, L.P. ("Fund IIIA" and together with Fund II and Fund III, the "Oaktree Funds") reported on Form 3 filed by Fund III and Fund IIIA with the Securities and Exchange Commission (the "SEC") on March 6, 2007 and Form 4 filed by Fund II with the SEC on July 15, 2004. Therefore, OCM L.P. may no longer be deemed to beneficially own the shares of Common Stock held by the Oaktree Funds.
5. Prior to May 25, 2007, OCM LLC was a limited liability company managed by an executive committee, the members of which were Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (each, an "Oaktree Member" and collectively, the "Oaktree Members"). In such capacity, the Oaktree Members may be deemed indirect beneficial owners of the Common Stock reported herein. Except to the extent of their respective pecuniary interest, each Oaktree Member disclaims beneficial ownership of the Common Stock reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Stock reported herein, for purposes of Section 16 of the Exchange Act or any other purpose.
Todd E. Molz, Managing Director and General Counsel, and Carry A. Kleinman, Vice President, of Oaktree Capital Management, L.P. 08/20/2007
** 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.