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
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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*
KEY COLONY FUND LP

(Last) (First) (Middle)
10825 FIANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(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)
04/19/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 04/19/2010 S(1) 3,004,853 D $2.5 0 D
Common Stock 04/19/2010 D(1) 9,000 D $2.5 0 I See footnote(2)
Common Stock 04/19/2010 D(1) 8,500 D $2.5 0 I See footnote(3)
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*
KEY COLONY FUND LP

(Last) (First) (Middle)
10825 FIANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Grondahl Michael J

(Last) (First) (Middle)
10825 FINANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Key Colony Management, LLC

(Last) (First) (Middle)
10825 FINANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
10% Owner
1. Name and Address of Reporting Person*
LIEBLONG ALEX R

(Last) (First) (Middle)
10825 FINANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lieblong & Associates, Inc.

(Last) (First) (Middle)
10825 FINANCIAL CENTRE PARKWAY
SUITE 100

(Street)
LITTLE ROCK AR 72211

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
Remarks:
s/Daniel E. Ellis, Attorney in Fact 04/20/2010
s/ Daniel E. Ellis, Attorney in Fact 04/21/2010
s/Daniel E. Ellis, Attorney in Fact 04/21/2010
s/Daniel E. Ellis, Attorney in Fact 04/21/2010
s/Daniel E. Ellis, Attorney in Fact 04/21/2010
** 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).
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