| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
LODGIAN INC [ LGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/26/2004 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Series A Preferred Stock | 07/26/2004 | J(1) | 933,347 | D | $28.16(1) | 0 | I(2)(3) | see footnotes(2)(3)(4)(5) | ||
|
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*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The Issuer called for redemption, effective July 26, 2004 (the "Redemption"), all of the Issuer's outstanding shares of Series A Preferred Stock ("Preferred Stock"), at a redemption price per share of $28.16. |
| 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"). This form is also being filed on behalf of Fund II. |
| 3. Oaktree beneficially owned 933,347 shares of Preferred Stock redeemed in the Redemption, which include: 747,790 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. Fund II beneficially owned 747,790 shares of Preferrd Stock redeemed in the Redemption, which Fund II owned directly. After giving effect to the Redemption neither Oaktree nor Fund II beneficially own any shares of Preferred Stock. |
| 4. Oaktree disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Fund II disclaims beneficial ownership of the reported securities that it does not own directly. The filing of this Form 4 shall not be deemed an admission that Oaktree or Fund II 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. |
| 5. 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. |
| Oaktree Capital Management, LLC by Russel S. Bernard, Principal | 07/28/2004 | |
| OCM Real Estate Opportunites Fund II, L.P. by Oaktree Capital Management, LLC, general partner, by Marc Porosoff, Senior Vice President, Legal | 07/28/2004 | |
| ** 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. | ||