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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Morgans Hotel Group Co. [ MHGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/23/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 03/23/2011 | A | 62,250(1) | A | $0 | 62,250(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (right to buy)(2) | $9.64 | 03/23/2011 | A | 200,000 | (2) | 03/23/2021 | Common Stock | 200,000 | $0 | 200,000 | D | ||||
OPP Award(3)(4) | (3)(4) | 03/23/2011 | A | 0(3)(4) | (3)(4) | (3)(4) | Common Stock | 0(3)(4) | $0 | 0(3)(4) | D |
Explanation of Responses: |
1. Total represents restricted stock units granted to the reporting person as inducement grants by Morgans Hotel Group Co. (the "Company") pursuant to the Nasdaq listing standards. The restricted stock units vest ratably in three equal annual installments on each of the first, second and third-year anniversaries of the grant date, March 23, 2011. |
2. The stock options were made as inducement grants by the Company pursuant to the Nasdaq listing standards. The stock options vest ratably in three equal annual installments on each of the first, second and third-year anniversaries of the grant date, March 23, 2011. Each stock option becomes exercisable upon vesting. |
3. The Company and Mr. Gery entered into an outperformance award agreement (the "Outperformance Award Agreement") pursuant to which Mr. Gery will receive, within approximately the next 90 days, either (i) a new series of outperformance long-term incentive units (the "OPP LTIP Units"), subject to vesting on March 20, 2014 (or earlier in the event of a change of control) and the achievement of certain performance targets (based on stock price appreciation plus dividends), or (ii) in the event OPP LTIP Units cannot be issued within that timeframe, the right to receive cash upon achievement of the performance targets on the third anniversary of the grant date (or earlier in the event of a change of control). |
4. The OPP LTIP Units may be settled in cash or equity at the option of the Company. The OPP LTIP Units will be subject to the terms and conditions of the Company's Amended and Restated 2007 Omnibus Incentive Plan, as amended, the Amended and Restated Limited Liability Company Agreement of Morgans Group LLC, the operating company and a subsidiary of the Company (the "Operating Company") and Mr. Gery's employment agreement. The right of a holder to convert OPP LTIP Units into Membership Units (defined below) and to have the Membership Units redeemed does not have an expiration date. Membership Units are units of membership interest in the Operating Company, which are structured as profits interests ("LTIP Units"). Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into one Membership Unit. |
Remarks: |
/s/ Richard Szymanski, by power of attorney | 03/25/2011 | |
** 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. | ||
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. |