- Statement of Changes in Beneficial Ownership (4)
2010年4月20日 - 11:26PM
Edgar (US Regulatory)
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
*
Kelly Joseph F
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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
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP of Hotel Operations
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(Last)
(First)
(Middle)
3445 PEACHTREE ROAD, NE, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/19/2010
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(Street)
ATLANTA, GA 30326
(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)
_
X
_ Form filed by One Reporting Person
___ 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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D
(1)
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14457
(2)
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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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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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Stock Option
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$10.52
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4/19/2010
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D
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834
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(3)
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6/25/2014
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Common Stock
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834
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$0.00
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0
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D
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Stock Option
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$9.05
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4/19/2010
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D
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1666
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(3)
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5/9/2015
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Common Stock
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1666
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$0.00
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0
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D
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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 reporting person 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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In connection with the terms of the Merger, vesting was accelerated as to 5,084 shares of restricted stock held by reporting person and converted into the $2.50 per share merger consideration.
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(
3)
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In connection with the terms of the Merger, each stock option was cancelled for no consideration as they were not in the money.
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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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Kelly Joseph F
3445 PEACHTREE ROAD, NE
SUITE 700
ATLANTA, GA 30326
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VP of Hotel Operations
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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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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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