UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2) *

LODGENET INTERACTIVE CORPORATION

 

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

540211109

(CUSIP Number)

Alex R. Lieblong
Key Colony Management, LLC
10825 Financial Centre Parkway, Suite 100,
Little Rock, AR 72211

with a copy to:
W. Scott Wallace
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5587

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 16, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		540211109

CUSIP No.		51206P109

CUSIP No.		51206P109

¹ Includes 1,671,458 shares held by Key Colony Fund, L.P. and 20,100 shares held by Mr. Lieblong.

CUSIP No.		51206P109

Item 1. Security and Issuer.

     This Amendment No. 2 to Schedule 13D is jointly filed by and on behalf of each reporting person to amend the Schedule 13D relating to the common stock of the issuer filed October 31, 2008 by such persons with the Commission, as amended and/or supplemented by Amendment No. 1 thereto filed February 25, 2009 (as amended, the “Schedule 13D”). This Amendment No. 2 is filed to disclose an increase in the percentage of the common stock that may be deemed to be beneficially owned by certain of the reporting persons. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 is amended and restated in its entirety as follows:

     The source of funds used for the purchases of the 1,671,458 shares of Common Stock held by Key Colony Fund, L.P. was the available working capital funds of Key Colony Fund, L.P. The aggregate funds used by Key Colony Fund, L.P. to make these purchases was $4,522,217.58, including commissions.

     The source of funds used for the purchase of the 20,100 shares of Common Stock held by Mr. Lieblong was personal funds of Mr. Lieblong. The aggregate funds used by Mr. Lieblong to make these purchases was $15,970.84, including commissions.

     The source of funds used for the purchase of the 1,000 shares of Common Stock held by Mr. Grondahl was personal funds of Mr. Grondahl. The aggregate funds used by Mr. Grondahl to make these purchases was $6,350.00, including commissions.

Item 5. Interest in Securities of the Issuer.

     Item 5(a) is amended and restated in its entirety as follows:

     (a) Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

     The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto. The Reporting Persons (other than Mr. Grondahl and excluding 20,100 shares held by Mr. Lieblong) collectively own an aggregate of 1,671,458 shares of Common Stock. All shares of Common Stock reported on this Schedule 13D were purchased by Key Colony Fund, L.P. (other than 1,000 shares purchased by Mr. Grondahl and 20,100 shares purchased by Mr. Lieblong).

     Item 5(b) is amended and restated in its entirety as follows:

     (b) Number of shares as to which each Reporting Person has:

	(i)		sole power to vote or to direct the vote:
			See Item 7 on the cover page(s) hereto.
	(ii)		shared power to vote or to direct the vote:
			See Item 8 on the cover page(s) hereto.

	(iii)		sole power to dispose or to direct the disposition of:
			See Item 9 on the cover page(s) hereto.
	(iv)		shared power to dispose or to direct the disposition of:
			See Item 10 on the cover page(s) hereto.

     All percentages set forth in this statement are based on 22,664,164 shares of Common Stock reported in the Issuer’s Form 10-K for the fiscal year ended December 31, 2008.

     Item 5(c) is amended and restated in its entirety as follows:

     (c) Transactions by the Reporting Persons in shares of Common Stock of the Issuer since the most recent filing on Schedule 13D consist of the following transactions:

     Transactions effected by Key Colony Fund, L.P.:

Transaction		Shares				Shares				Price				Description
Date		Acquired				Disposed				Per Share				of Transaction
February 25, 2009			39,000				0				0.7342	1		Open market purchase
February 26, 2009			69,389				0				0.6934	1		Open market purchase
March 4, 2009			8,000				0				0.6455	1		Open market purchase
March 10, 2009			5,000				0				0.5700	1		Open market purchase
March 11, 2009			30,000				0				0.6162	1		Open market purchase
March 12, 2009			15,000				0				0.5921	1		Open market purchase
March 13, 2009			40,224				0				0.6556	1		Open market purchase
March 16, 2009			19,900				0				0.7340	1		Open market purchase
March 17, 2009			11,000				0				0.8102	1		Open market purchase

     Transactions effected by Mr. Lieblong:

Transaction		Shares				Shares				Price				Description
Date		Acquired				Disposed				Per Share				of Transaction
March 16, 2009			2000				0				0.8100	1		Open market purchase
March 16, 2009			1600				0				0.7699	1		Open market purchase
March 16, 2009			400				0				0.7700	1		Open market purchase
March 16, 2009			100				0				0.7100	1		Open market purchase
March 17, 2009			10000				0				0.8399	1		Open market purchase

Item 7. Material to be Filed as Exhibits.

     The following exhibits are filed as exhibits hereto:

Exhibit				Description of Exhibit
	99.1			Joint Filing Agreement (incorporated herein by reference from Exhibit 99.1 to the Schedule 13D relating to the common stock of the issuer filed October 31, 2008 by the reporting person with the Commission)

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 19, 2009		KEY COLONY FUND, L.P.
		By:		Key Colony Management, LLC
		Title:		General Partner
		By:		/s/ Alex R. Lieblong
		Name:		Alex R. Lieblong
		Title:		Managing Member
		KEY COLONY MANAGEMENT, LLC
		By:		/s/ Alex R. Lieblong
		Name:		Alex R. Lieblong
		Title:		Managing Member
		ALEX R. LIEBLONG
		By:		/s/ Alex R. Lieblong
		Name:		Alex R. Lieblong
		MICHAEL J. GRONDAHL
		By:		/s/ Michael J. Grondahl
		Name:		Michael J. Grondahl

EXHIBIT INDEX

Exhibit				Description of Exhibit
	99.1			Joint Filing Agreement (incorporated herein by reference from Exhibit 99.1 to the Schedule 13D relating to the common stock of the issuer filed October 31, 2008 by the reporting person with the Commission)