SEC FORM 4

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^*

OAKTREE CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE 28TH FLOOR

(Street)

LOS ANGELES

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)
06/25/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	06/25/2004		J⁽¹⁾		851,736	D	$0⁽¹⁾	933,346	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Common Stock	06/25/2004		J⁽¹⁾		2,262,661	A	$0⁽¹⁾	2,817,577	I	See footnotes⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On June 25, 2004, the reporting person exchanged 851,736 shares of Series A Preferred Stock, par value $0.01 per share ("Preferred Stock"), for 2,262,661 shares of Common Stock, par value $0.01 per share ("Common Stock"), 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 (the "Exchange").

2. The reporting person, Oaktree Capital Management, LLC ("Oaktree"), is a registered investment adviser under the Investment Advisers Act of 1940, as amended, acting as: (i) the general partner of OCM Real Estate Opportunities Fund II, L.P., a Delaware limited partnership ("Fund II"), (ii) the managing member of OCM Real Estate Opportunities Fund III GP, LLC ("Fund III GP") and (iii) the investment manager of a third-party separate account managed by Oaktree (the "Oaktree Account"). 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").

3. On November 21, 2003, the Issuer paid an in kind dividend pro rata to all holders of Preferred Stock in which the reporting person received 194,807 shares of Preferred Stock (the "Preferred Dividend").

4. Of the 851,736 shares of Preferred Stock exchanged in the Exchange, 747,789 shares were exchanged by Fund II, 100,829 shares were exchanged by Fund III and 3,118 shares were exchanged by Fund IIIA. After giving effect to the Preferred Dividend and the Exchange, the shares of Preferred Stock beneficially owned by Oaktree include: 747,789 shares owned indirectly as general partner of Fund II, 100,828 shares owned indirectly as the managing member of Fund III GP, the general partner of Fund III, 3,119 shares owned indirectly as the managing member of Fund III GP, the general partner of Fund IIIA, and 81,610 shares owned indirectly as investment manager of the Oaktree Account.

5. The Issuer set a record date of April 29, 2004 for a reverse stock split of its outstanding Common Stock in a ratio of one-for-three (1:3) (the "Reverse Split). The shares of Common Stock received in the Exchange were issued after the Reverse Split.

6. Of the 2,262,661 shares of Common Stock received in the Exchange, 1,986,523 shares were received by Fund II, 267,855 shares were received by Fund III and 8,283 shares were received by Fund IIIA. After giving effect to the Reverse Split and the Exchange, the shares of Common Stock beneficially owned by Oaktree include: 2,512,726 shares owned indirectly as general partner of Fund II, 267,855 shares owned indirectly as the managing member of Fund III GP, the general partner of Fund III, 8,283 shares owned indirectly as the managing member of Fund III GP, the general partner of Fund IIIA, and 28,713 shares owned indirectly as investment manager of the Oaktree Account.

7. Oaktree disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that Oaktree is the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

8. Oaktree is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, David M. Kirchheimer, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, Russel S. Bernard, John W. Moon, Kevin L. Clayton and John B. Frank. Each of such persons may be deemed a beneficial owner of the securities listed herein by virtue of such status as members of Oaktree. Each such person disclaims beneficial ownership of the securities listed herein and the filing of this Form 4 shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Form 4, except to the extent of any pecuniary interest therein.

	Russel S. Bernard, Principal	06/29/2004
	** 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).
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.