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*
BERGER MILES L

(Last) (First) (Middle)
C/O BERGER MANAGEMENT SERVICES LLC
900 N MICHIGAN AVENUE, SUITE 2010

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INNKEEPERS USA TRUST/FL [ KPA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Trustee similar to a director
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2007
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)
Code V Amount (A) or (D) Price
Common Shares 06/29/2007 D 18,000 D $17.75(1) 0 D
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
Trustee Share Option (right to buy) $15.25 06/29/2007 D 1,000 05/06/1998 05/05/2008 Common Shares 1,000 (2) 0 D
Trustee Share Option (right to buy) $10.25 06/29/2007 D 1,000 05/05/1999 05/04/2009 Common Shares 1,000 (2) 0 D
Trustee Share Option (right to buy) $8.94 06/29/2007 D 2,000 05/04/2000 05/03/2010 Common Shares 2,000 (2) 0 D
Trustee Share Option (right to buy) $11.38 06/29/2007 D 2,000 05/02/2001 05/01/2001 Common Shares 2,000 (2) 0 D
Trustee Share Option (right to buy) $11.02 06/29/2007 D 2,000 05/07/2002 05/06/2012 Common Shares 2,000 (2) 0 D
Trustee Share Option (right to buy) $7.8 06/29/2007 D 2,000 05/07/2003 05/06/2013 Common Shares 2,000 (2) 0 D
Trustee Share Option (right to buy) $8.48 06/29/2007 D 2,000 05/05/2004 05/04/2014 Common Shares 2,000 (2) 0 D
Trustee Share Option (right to buy) $13.44 06/29/2007 D 2,000 05/18/2005 05/17/2015 Common Shares 2,000 (2) 0 D
Explanation of Responses:
1. Pursuant to the Merger Agreement between Innkeepers USA Trust and Grand Prix Holdings LLC, each common share was cancelled and converted into the right to receive $17.75 (the "Merger Consideration").
2. Shares granted under shareholder-approved non-executive trustee share incentive plan. Pursuant to the Merger Agreement, options to acquire shares of common stock were cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price per share.
Mark A. Murphy, Attorney in Fact 07/02/2007
** 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.
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