- Statement of Changes in Beneficial Ownership (4)
April 20 2010 - 10:25AM
Edgar (US Regulatory)
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FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KEY COLONY FUND LP
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2. Issuer Name
and
Ticker or Trading Symbol
LODGIAN INC
[
LGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
10825 FIANCIAL CENTRE PARKWAY, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/19/2010
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(Street)
LITTLE ROCK, AR 72211
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/19/2010
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S
(1)
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3004853
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D
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$2.50
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0
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D
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Common Stock
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4/19/2010
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D
(1)
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9000
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D
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$2.50
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0
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I
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See footnote
(2)
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Common Stock
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4/19/2010
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D
(1)
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8500
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D
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$2.50
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0
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I
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See footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On April 19, 2010 Lodgian, Inc. was acquired by LSREF Lodging Investments, LLC with LSREF paying $2.50 for each share of Lodgian common stock outstanding (the Merger). Dispositions by officer or director reporting persons in the Merger were approved in advance by the Lodgian board of directors. The Merger is more fully described in the Lodgian Proxy Statement initially filed with the SEC on March 5, 2010.
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(
2)
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These shares are owned directly by Alex Lieblong, a director of Lodgian, Inc. and a principal of Key Colony Fund, LP, Key Colony Management, LLC and Lieblong & Associates, Inc.
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(
3)
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These shares are owned directly by Lieblong & Associates, Inc. Alex R. Lieblong is a shareholder, director and officer of Lieblong & Associates, Inc. and holds voting and dispositive power for the shares held by Lieblong & Associates, Inc. Mr. Lieblong disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KEY COLONY FUND LP
10825 FIANCIAL CENTRE PARKWAY
SUITE 100
LITTLE ROCK, AR 72211
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X
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Grondahl Michael J
10825 FINANCIAL CENTRE PARKWAY
SUITE 100
LITTLE ROCK, AR 72211
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X
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Key Colony Management, LLC
10825 FINANCIAL CENTRE PARKWAY
SUITE 100
LITTLE ROCK, AR 72211
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10% Owner
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LIEBLONG ALEX R
10825 FINANCIAL CENTRE PARKWAY
SUITE 100
LITTLE ROCK, AR 72211
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X
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X
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Lieblong & Associates, Inc.
10825 FINANCIAL CENTRE PARKWAY
SUITE 100
LITTLE ROCK, AR 72211
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X
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Signatures
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s/Daniel E. Ellis, Attorney in Fact
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4/20/2010
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**
Signature of Reporting Person
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Date
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s/ Daniel E. Ellis, Attorney in Fact
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4/21/2010
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**
Signature of Reporting Person
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Date
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s/Daniel E. Ellis, Attorney in Fact
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4/21/2010
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**
Signature of Reporting Person
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Date
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s/Daniel E. Ellis, Attorney in Fact
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4/21/2010
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**
Signature of Reporting Person
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Date
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s/Daniel E. Ellis, Attorney in Fact
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4/21/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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