SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2007
3. Issuer Name and Ticker or Trading Symbol
LODGIAN INC [ LGN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share 2,788,864(1)(2)(3) I See footnotes(1)(2)(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Holdings, Inc.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital II, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE FUND GP II, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed by: (i) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the general partner of Oaktree Capital Group Holdings, L.P. ("OCGH"); (ii) OCGH in its capacity as the holder of a majority of the voting units in Oaktree Capital Group, LLC ("OCG"); (iii) OCG in its capacity as the sole shareholder of Oaktree Holdings, Inc. ("Holdings"); (iv) Holdings in its capacity as the general partner of Oaktree Capital II, L.P. ("Capital II"); (v) Capital II in its capacity as the general partner of Oaktree Fund GP II, L.P. ("GP II" , and together with OCGH GP, OCGH, OCG, Holdings and Capital II, each a "Reporting Person" and collectively the "Reporting Persons"); and (vi) GP II in its capacity as (a) the managing member of OCM Real Estate Opportunities Fund III GP, LLC ("Fund III GP") and (b) the general partner of OCM Real Estate Opportunities Fund II, L.P. ("Fund II").
2. Fund III GP is the general partner of OCM Real Estate Opportunities Fund III, L.P. ("Fund III") and OCM Real Estate Opportunities Fund IIIA, L.P. ("Fund IIIA"). Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
3. As disclosed in the Form 4 filed with the Securities and Exchange Commission (the "SEC") on July 15, 2004, Fund II directly owns 2,512,726 shares of common stock of Lodgian, Inc., par value $0.01 per share ("Common Stock"). As disclosed in the Form 3 filed with the SEC on March 6, 2007, Fund III directly owns 267,855 shares of Common Stock and Fund IIIA directly owns 8,283 shares of Common Stock. As the general partner of Fund II, GP II has investment and voting control over the shares of Common Stock held by Fund II, and as the general partner of Fund III and Fund IIIA, Fund III GP has investment and voting control over the shares of Common Stock held by Fund III and Fund IIIA.
4. Each Reporting Person disclaims beneficial ownership of all Common Stock reported herein except to the extent of its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any of the Common Stock reported herein.
5. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the Common Stock reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the Common Stock reported herein and the filing of this Form 3 shall not be construed as an admission for purposes of Section 16 of the Exchange Act or otherwise, that any such person is the beneficial owner of any Common Stock reported herein.
Remarks:
This Form 3 is being filed to reflect the internal corporate restructuring of Oaktree Capital Management, LLC on May 25, 2007.
See signatures included in Exhibit 99.1 08/20/2007
** 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 5 (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.
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 Number.

Exhibit 99.1

 

This Statement on Form 3 is filed jointly by Oaktree Fund GP II, L.P., Oaktree Capital II, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC, Oaktree Capital Group Holdings, L.P. and Oaktree Capital Group Holdings GP, LLC. The principal business address of each of these reporting persons is 333 South Grand Avenue, 28th  Fl., Los Angeles, CA 90071.

 

Name of Designated Filer: Oaktree Fund GP II, L.P.

 

Date of Event Requiring Statement: May 25, 2007

 

Issuer Name and Ticker or Trading Symbol: Lodgian Inc. [LGN]

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

08/20/2007

 

 

 

 

 

 

/s/ Todd E. Molz

 

 

 

By:

Todd E. Molz

 

 

Title:

Managing Director and General Counsel

 

 

 

 

 

 

/s/ Richard Ting

 

 

 

By:

Richard Ting

 

 

Title:

Senior Vice President

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

 

08/20/2007

 

 

 

 

By:

Oaktree Capital Group Holdings GP, LLC

 

 

Its:

General Partner

 

 

 

 

 

 

 

 

 

 

/s/ Todd E. Molz

 

 

 

By:

Todd E. Molz

 

 

Title:

Managing Director and General Counsel

 

 

 

 

 

 

/s/ Richard Ting

 

 

 

By:

Richard Ting

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP, LLC

 

08/20/2007

 

 

 

 

 

 

 

 

/s/ Todd E. Molz

 

 

 

By:

Todd E. Molz

 

 

Title:

Senior Vice President and Secretary

 

 

 

 

 

 

/s/ Richard Ting

 

 

 

By:

Richard Ting

 

 

Title:

Vice President and Assistant Secretary

 

 

 



 

OAKTREE HOLDINGS, INC.

 

08/20/2007

 

 

 

 

 

 

 

 

/s/ Todd E. Molz

 

 

 

By:

Todd E. Molz

 

 

Title:

Sole Director, Vice President and Secretary

 

 

 

 

 

 

/s/ Richard Ting

 

 

 

By:

Richard Ting

 

 

Title:

Vice President and Assistant Secretary

 

 

 

 

 

 

 

 

 

 

OAKTREE CAPITAL II, L.P.

 

08/20/2007

 

 

 

 

By:

OCM Holdings, Inc.

 

 

Its:

General Partner

 

 

 

 

 

 

/s/ Todd E. Molz

 

 

 

By:

Todd E. Molz

 

 

Title:

Sole Director, Vice President and Secretary

 

 

 

 

 

 

/s/ Richard Ting

 

 

 

By:

Richard Ting

 

 

Title:

Vice President and Assistant Secretary

 

 

 

 

 

 

 

 

 

 

OAKTREE FUND GP II, L.P.

 

08/20/2007

 

 

 

 

 

 

 

 

/s/ Todd E. Molz

 

 

 

By:

Todd E. Molz

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

/s/ Cary A. Kleinman

 

 

 

By:

Cary A. Kleinman

 

 

Title:

Authorized Signatory