SEC FORM 4

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^*

PAR CAPITAL MANAGEMENT INC

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE SUITE 2401

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LODGENET INTERACTIVE CORP [ LNET ]

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)
10/04/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽²⁾	10/04/2012		J/K		97,800	A	$3.26	0⁽²⁾	D⁽¹⁾
Common Stock⁽²⁾	10/04/2012		J/K		97,800	D	$0.79	0⁽²⁾	D⁽¹⁾
Common Stock⁽²⁾	10/04/2012		J/K		97,791	A	$3.19	0⁽²⁾	D⁽¹⁾
Common Stock⁽²⁾	10/04/2012		J/K		97,791	D	$0.79	0⁽²⁾	D⁽¹⁾
Common Stock⁽³⁾	10/05/2012		J/K		52,209	A	$3.19	0⁽³⁾	D⁽¹⁾
Common Stock⁽³⁾	10/08/2012		J/K		52,209	D	$0.74	0⁽³⁾	D⁽¹⁾
Common Stock⁽⁴⁾	10/08/2012		J/K		27,950	A	$3.17	0⁽⁴⁾	D⁽¹⁾
Common Stock⁽⁴⁾	10/08/2012		J/K		27,950	D	$0.74	0⁽⁴⁾	D⁽¹⁾
Common Stock⁽⁴⁾	10/08/2012		J/K		36,900	A	$3.17	0⁽⁴⁾	D⁽¹⁾
Common Stock⁽⁴⁾	10/08/2012		J/K		36,900	D	$0.74	0⁽⁴⁾	D⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Total Return Swap (right to buy)⁽²⁾	$3.26	10/04/2012		X/K			97,800	07/02/2010	01/15/2020	Common Stock	97,800	$0.79	0⁽²⁾	D⁽¹⁾
Total Return Swap (right to buy)⁽²⁾	$3.19	10/04/2012		X/K			97,791	07/06/2010	01/15/2020	Common Stock	97,791	$0.79	0⁽²⁾	D⁽¹⁾
Total Return Swap (right to buy⁽³⁾	$3.19	10/05/2012		X/K			52,209	07/06/2010	01/15/2020	Common Stock	52,209	$0.74	0⁽³⁾	D⁽¹⁾
Total Return Swap (right to buy)⁽⁴⁾	$3.17	10/08/2012		X/K			27,650	07/07/2010	01/15/2020	Common Stock	27,650	$0.74	0⁽⁴⁾	D⁽¹⁾
Total Return Swap (right to buy)⁽⁴⁾	$3.17	10/08/2012		X/K			36,900	07/07/2010	01/15/2020	Common Stock	36,900	$0.74	0⁽⁴⁾	D⁽¹⁾

1. Name and Address of Reporting Person^*

PAR CAPITAL MANAGEMENT INC

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE SUITE 2401

(Street)

BOSTON

02110

(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^*

PAR INVESTMENT PARTNERS LP

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE SUITE 2401

(Street)

BOSTON

02110

(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^*

PAR Group, L.P.

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE SUITE 2401

(Street)

BOSTON

02110

(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. Represents a total return swap (a "SWAP") held directly by PAR Investment Partners, L.P. ("PIP"). PAR Group, L.P. ("PAR Group") is the general partner of PIP and PAR Capital Management, Inc. ("PCM") is the general partner of PAR Group. Each of PCM and PAR Group disclaims beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, if any, as a result of their direct or indirect ownership interests in PIP and a contingent right on the part of PAR Group to receive a performance-based incentive allocation from PIP.

2. On October 4, 2012, PIP settled this SWAP for cash, which resulted in the deemed acquisition of the reference securities (common stock of the issuer) at the exercise price reported in Table II and the deemed disposition of the reference securities at the

3. On October 5, 2012, PIP settled this SWAP for cash, which resulted in the deemed acquisition of the reference securities (common stock of the issuer) at the exercise price reported in Table II and the deemed disposition of the reference securities at the

4. On October 8, 2012, PIP settled this SWAP for cash, which resulted in the deemed acquisition of the reference securities (common stock of the issuer) at the exercise price reported in Table II and the deemed disposition of the reference securities at the

	PAR Capital Management, Inc.	10/09/2012
	PAR Investment Partners, L.P., by its general partner PAR Group, L.P. by its general partner PAR Capital Management, Inc.	10/09/2012
	PAR Group, L.P., by its general partner PAR Capital Mangement, Inc.	10/09/2012
	** 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).
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