CUSIP NO. 31430F101 13G Page
1 of 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
FelCor Lodging Trust Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
31430F101
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*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 the
disclosures provided in a prior cover page.
The information required
in 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. 31430F101 13G Page
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1. NAMES OF
REPORTING PERSONS.
Franklin
Resources, Inc.
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
(See
Item 4)
6. SHARED
VOTING POWER
(See
Item 4)
7. SOLE
DISPOSITIVE POWER
(See
Item 4)
8. SHARED
DISPOSITIVE POWER
(See
Item 4)
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,443,943
[1]
10. CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
11. PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
12. TYPE OF
REPORTING PERSON
HC, CO (See
Item 4)
CUSIP NO. 31430F101 13G Page
3 of 14
1. NAMES OF
REPORTING PERSONS.
Charles B.
Johnson
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
(See
Item 4)
6. SHARED
VOTING POWER
(See
Item 4)
7. SOLE
DISPOSITIVE POWER
(See
Item 4)
8. SHARED
DISPOSITIVE POWER
(See
Item 4)
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,443,943
10. CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES [ ]
11. PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
12. TYPE OF
REPORTING PERSON
HC, IN (See
Item 4)
CUSIP NO. 31430F101 13G Page
4 of 14
1. NAMES OF
REPORTING PERSONS.
Rupert H.
Johnson, Jr.
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
(See
Item 4)
6. SHARED
VOTING POWER
(See
Item 4)
7. SOLE
DISPOSITIVE POWER
(See
Item 4)
8. SHARED
DISPOSITIVE POWER
(See
Item 4)
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,443,943
10. CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES [ ]
11. PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
12. TYPE OF
REPORTING PERSON
HC, IN (See
Item 4)
CUSIP NO. 31430F101 13G Page
5 of 14
Item 1.
(a) Name of
Issuer
FelCor
Lodging Trust Incorporated
(b) Address of
Issuer's Principal Executive Offices
545 E. John
Carpenter Freeway
Suite 1300
Irving, TX 75062
Item 2.
(a) Name of
Person Filing
(i): Franklin
Resources, Inc.
(ii): Charles
B. Johnson
(iii): Rupert
H. Johnson, Jr.
(b) Address of
Principal Business Office or, if none, Residence
(i), (ii),
and (iii):
One Franklin
Parkway
San Mateo, CA 94403‑1906
(c) Citizenship
(i): Delaware
(ii) and
(iii): USA
(d) Title of
Class of Securities
Common Stock
(e) CUSIP Number
31430F101
CUSIP NO. 31430F101 13G Page
6 of 14
Item 3. If this
statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or
(c), check whether the person filing is a:
(a) [ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ]
Investment company registered under section 8 of the Investment
Company
Act of 1940 (15 U.S.C 80a‑8).
(e) [ ]
An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ]
An employee benefit plan or endowment fund in accordance with
§240.13d‑1(b)(1)(ii)(F);
(g) [X] A
parent holding company or control person in accordance with
§240.13d‑1(b)(1)(ii)(G);
(h) [ ] A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance
Act (12 U.S.C. 1813);
(i) [ ]
A church plan that is excluded from the definition of an investment company
under section 3(c)
(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a‑3);
(j) [ ]
A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [
]Group, in accordance with §240.13d‑1(b)(1)(ii)(K).
If filing as
a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J),
please specify the type of institution:
Item 4. Ownership
The securities reported
herein (the “Securities”) are beneficially owned by one or more open‑ or
closed‑end investment
companies or other
managed accounts that are investment management clients of investment managers
that are direct and
indirect subsidiaries
(each, an “Investment Management Subsidiary” and, collectively, the “Investment
Management
Subsidiaries”) of
Franklin Resources, Inc.(“FRI”), including the Investment Management
Subsidiaries listed in Item 7.
Investment management
contracts grant to the Investment Management Subsidiaries all investment and/or
voting power
over the securities
owned by such investment management clients, unless otherwise noted in this
Item 4. Therefore, for
purposes of Rule 13d‑3
under the Act, the Investment Management Subsidiaries may be deemed to be the
beneficial
owners of the
Securities.
Beneficial ownership by
investment management subsidiaries and other affiliates of FRI is being
reported in conformity with
the guidelines articulated
by the SEC staff in Release No. 34‑39538 (January 12, 1998) relating to
organizations, such as
FRI, where related
entities exercise voting and investment powers over the securities being
reported independently from
each other. The voting
and investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an
indirect wholly‑owned
Investment Management
Subsidiary, are exercised independently from FRI and from all other Investment
Management
Subsidiaries (FRI, its
affiliates and the Investment Management Subsidiaries other than FMA are
collectively, “FRI
affiliates”).
Furthermore, internal policies and procedures of FMA and FRI establish
informational barriers that prevent the
flow between FMA and the
FRI affiliates of information that relates to the voting and investment powers
over the securities
owned by their
respective investment management clients. Consequently, FMA and the FRI
affiliates report the securities
over which they hold
investment and voting power separately from each other for purposes of Section
13 of the Act.
Charles B. Johnson and
Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10%
of the
outstanding common stock
of FRI and are the principal stockholders of FRI. FRI and the Principal Shareholders
may be
deemed to be, for
purposes of Rule 13d‑3 under the Act, the beneficial owners of securities
held by persons and entities for
whom or for which FRI
subsidiaries provide investment management services. The number of shares that
may be deemed
to be beneficially owned
and the percentage of the class of which such shares are a part are reported in
Items 9 and 11 of
the cover pages for FRI
and each of the Principal Shareholders. FRI, the Principal Shareholders and
each of the
Investment Management
Subsidiaries disclaim any pecuniary interest in any of the Securities. In
addition, the filing of this
Schedule 13G on behalf
of the Principal Shareholders, FRI and FRI affiliates, as applicable, should
not be construed as an
admission that any of
them is, and each disclaims that it is, the beneficial owner, as defined in
Rule 13d‑3, of any of the
Securities.
CUSIP NO. 31430F101 13G Page
7 of 14
FRI, the Principal
Shareholders, and each of the Investment Management Subsidiaries believe that
they are not a “group”
within the meaning of
Rule 13d‑5 under the Act and that they are not otherwise required to
attribute to each other the
beneficial ownership of
the Securities held by any of them or by any persons or entities for whom or
for which the
Investment Management
Subsidiaries provide investment management services.
(a)
|
Amount beneficially owned:
|
|
|
|
|
3,443,943
|
|
|
|
|
(b)
|
Percent of class:
|
|
|
|
|
|
3.4%
|
|
|
|
|
(c)
|
Number of shares as to which the
person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
|
|
Franklin
Resources, Inc.:
|
0
|
|
|
|
|
Charles
B. Johnson:
|
0
|
|
|
|
|
Rupert
H. Johnson, Jr.:
|
0
|
|
|
|
|
Franklin
Advisers, Inc.:
|
3,208,475
|
|
|
|
|
Fiduciary
Trust Company International:
|
34,500
|
|
|
|
|
Franklin
Templeton Institutional, LLC:
|
0
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
0
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
|
|
Franklin
Resources, Inc.:
|
0
|
|
|
|
|
Charles
B. Johnson:
|
0
|
|
|
|
|
Rupert
H. Johnson, Jr.:
|
0
|
|
|
|
|
Franklin
Advisers, Inc.:
|
3,278,243
|
|
|
|
|
Franklin
Templeton Institutional, LLC:
|
131,200
|
|
|
|
|
Fiduciary
Trust Company International:
|
34,500
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
0
|
CUSIP NO. 31430F101 13G Page
8 of 14
Item 5. Ownership
of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has
ceased
to be the beneficial owner of more than five percent of the class of
securities, check the
following
[X].
Item 6. Ownership
of More than Five Percent on Behalf of Another Person
The
clients of the Investment Management Subsidiaries, including investment
companies registered under
the
Investment Company Act of 1940 and other managed accounts, have the right to
receive or power to
direct
the receipt of dividends from, and the proceeds from the sale of, the
Securities.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By
the
Parent Holding Company
See
Attached Exhibit C
Item 8. Identification
and Classification of Members of the Group
Not
Applicable
Item 9. Notice of
Dissolution of Group
Not
Applicable
CUSIP NO. 31430F101 13G Page
9 of 14
Item 10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were
acquired and are held in
the ordinary course of business and were not acquired and are not held for the
purpose
of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and
are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Exhibits
Exhibit A ‑ Joint
Filing Agreement
Exhibit B ‑
Limited Powers of Attorney for Section 13 Reporting Obligations
Exhibit C ‑ Item 7
Identification and Classification of Subsidiaries
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.
Dated: January
20, 2011
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By:
/s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑---------
Robert C.
Rosselot
Assistant
Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact
for Charles B. Johnson pursuant to Limited Power of Attorney attached to this
Schedule
13G
Attorney‑in‑Fact
for Rupert H. Johnson, Jr. pursuant to Limited Power of Attorney attached to
this
Schedule
13G
CUSIP NO. 31430F101 13G Page
10 of 14
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule
13d‑1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby
agree to the joint
filing with each other of the attached statement on Schedule 13G and to all
amendments to such
statement and that such
statement and all amendments to such statement are made on behalf of each of
them.
IN WITNESS WHEREOF, the
undersigned have executed this agreement on
January 20, 2011.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By:
/s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑----------
Robert
C. Rosselot
Assistant
Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact
for Charles B. Johnson pursuant to Limited Power of Attorney attached to this
Schedule
13G
Attorney‑in‑Fact
for Rupert H. Johnson, Jr. pursuant to Limited Power of Attorney attached to
this
Schedule
13G
CUSIP NO. 31430F101 13G Page
11 of 14
EXHIBIT B
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by
these presents, that the undersigned hereby makes, constitutes and appoints
each of Robert Rosselot
and Maria Gray, each
acting individually, as the undersigned’s true and lawful attorney‑in‑fact,
with full power and authority
as hereinafter described
on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute,
acknowledge, deliver and file Schedules 13D and 13G (including any amendments
thereto or any
related documentation)
with the United States Securities and Exchange Commission, any national
securities exchanges
and Franklin Resources,
Inc., a Delaware corporation (the “Reporting Entity”), as considered necessary
or advisable under
Section 13 of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder, as
amended
from time to time (the
“Exchange Act”); and
(2) perform any and
all other acts which in the discretion of such attorney‑in‑fact are
necessary or desirable for and on
behalf of the
undersigned in connection with the foregoing.
The undersigned
acknowledges that:
(1) this Limited Power
of Attorney authorizes, but does not require, each such attorney‑in‑fact
to act in their discretion on
information provided to
such attorney‑in‑fact without independent verification of such
information;
(2) any documents
prepared and/or executed by either such attorney‑in‑fact on behalf
of the undersigned pursuant to this
Limited Power of
Attorney will be in such form and will contain such information and disclosure
as such attorney‑in‑fact, in
his or her discretion,
deems necessary or desirable;
(3) neither the
Reporting Entity nor either of such attorneys‑in‑fact assumes (i)
any liability for the undersigned’s
responsibility to comply
with the requirements of the Exchange Act or (ii) any liability of the
undersigned for any failure to
comply with such
requirements; and
(4) this Limited Power
of Attorney does not relieve the undersigned from responsibility for compliance
with the
undersigned’s
obligations under the Exchange Act, including without limitation the reporting
requirements under Section 13
of the Exchange Act.
The undersigned
hereby gives and grants each of the foregoing attorneys‑in‑fact
full power and authority to do and
perform all and every
act and thing whatsoever requisite, necessary or appropriate to be done in and
about the foregoing
matters as fully to all
intents and purposes as the undersigned might or could do if present, hereby
ratifying all that each
such attorney‑in‑fact
of, for and on behalf of the undersigned, shall lawfully do or cause to be done
by virtue of this Limited
Power of Attorney.
This Limited Power
of Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing
delivered to each such
attorney‑in‑fact.
IN WITNESS WHEREOF, the
undersigned has caused this Limited Power of Attorney to be executed as of
this
30th
day of
April
, 2007
/s/Charles B. Johnson
Signature
Charles B. Johnson
Print Name
CUSIP NO. 31430F101 13G Page
12 of 14
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by
these presents, that the undersigned hereby makes, constitutes and appoints
each of Robert Rosselot
and Maria Gray, each
acting individually, as the undersigned’s true and lawful attorney‑in‑fact,
with full power and authority
as hereinafter described
on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute,
acknowledge, deliver and file Schedules 13D and 13G (including any amendments
thereto or any
related documentation)
with the United States Securities and Exchange Commission, any national
securities exchanges
and Franklin Resources,
Inc., a Delaware corporation (the “Reporting Entity”), as considered necessary
or advisable under
Section 13 of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended
from time to time (the
“Exchange Act”); and
(2) perform any and
all other acts which in the discretion of such attorney‑in‑fact are
necessary or desirable for and on
behalf of the
undersigned in connection with the foregoing.
The undersigned
acknowledges that:
(1) this Limited Power
of Attorney authorizes, but does not require, each such attorney‑in‑fact
to act in their discretion on
information provided to
such attorney‑in‑fact without independent verification of such
information;
(2) any documents
prepared and/or executed by either such attorney‑in‑fact on behalf
of the undersigned pursuant to this
Limited Power of
Attorney will be in such form and will contain such information and disclosure
as such attorney‑in‑fact, in
his or her discretion,
deems necessary or desirable;
(3) neither the
Reporting Entity nor either of such attorneys‑in‑fact assumes (i)
any liability for the undersigned’s
responsibility to comply
with the requirements of the Exchange Act or (ii) any liability of the undersigned
for any failure to
comply with such
requirements; and
(4) this Limited Power
of Attorney does not relieve the undersigned from responsibility for compliance
with the
undersigned’s
obligations under the Exchange Act, including without limitation the reporting
requirements under Section 13
of the Exchange Act.
The undersigned
hereby gives and grants each of the foregoing attorneys‑in‑fact
full power and authority to do and
perform all and every
act and thing whatsoever requisite, necessary or appropriate to be done in and
about the foregoing
matters as fully to all
intents and purposes as the undersigned might or could do if present, hereby
ratifying all that each
such attorney‑in‑fact
of, for and on behalf of the undersigned, shall lawfully do or cause to be done
by virtue of this Limited
Power of Attorney.
This Limited Power
of Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing
delivered to each such
attorney‑in‑fact.
IN WITNESS WHEREOF, the
undersigned has caused this Limited Power of Attorney to be executed as
of this
25th
day of
April
, 2007
/s/ Rupert H. Johnson, Jr.
Signature
Rupert H. Johnson, Jr.
Print Name
CUSIP NO. 31430F101 13G Page 13 of 14
EXHIBIT C
Franklin Advisers, Inc. Item 3 Classification: 3(e)
Franklin Templeton Institutional, LLC Item 3 Classification: 3(e)
Fiduciary Trust Company International Item 3 Classification: 3(b)
Footnote to Schedule 13G
[1]
Includes 3,024,443 shares of common stock issuable on conversion of preferred stock (as computed under Rule
13d‑3(d)(1)(i)).
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