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).         
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
                      

1. Name and Address of Reporting Person *

Allen W. Blair
2. Issuer Name and Ticker or Trading Symbol

LODGIAN INC [ LGN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3445 PEACHTREE RD, NE, SUITE 700
3. Date of Earliest Transaction (MM/DD/YYYY)

4/19/2010
(Street)

ATLANTA, GA 30326
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/19/2010     D (1)    13000   (2) D $2.50   0   D    
Common Stock   4/19/2010     D (1)    18000   D $2.50   0   I   By New Project, LLC   (3)
Common Stock   4/19/2010     D (1)    17000   D $2.50   0   I   By Robert M. Goff & Associates   (4)
Common Stock   4/19/2010     D (1)    500   D $2.50   0   I   By Family Trust   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

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 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.
( 2)  In connection with the terms of the Merger, vesting was accelerated as to 2,344 shares of restricted stock held by reporting person and converted into the $2.50 per share merger consideration.
( 3)  Shares held by New Project, LLC, of which Mr. Allen is a minority owner. Mr. Allen disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
( 4)  Shares held by Robert M. Goff & Associates, of which Mr. Allen is a minority owner. Mr. Allen is also a beneficiary of a trust that is a minority owner of Robert M. Goff & Associates. Mr. Allen disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
( 5)  Shares held by a family trust, of which Mr. Allen is a beneficiary. Mr. Allen disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Allen W. Blair
3445 PEACHTREE RD, NE
SUITE 700
ATLANTA, GA 30326
X



Signatures
s/ Daniel E. Ellis, Attorney in Fact 4/20/2010
** 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).
** 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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