SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GROSS MICHAEL JONATHAN

(Last)

(First)

(Middle)

C/O MORGANS HOTEL GROUP CO.

475 TENTH AVENUE

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Morgans Hotel Group Co. [ MHGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	10/27/2009		A		16,129	A	$0	16,129⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to acquire Common Stock, par value $0.01 per share	⁽⁴⁾							⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	⁽²⁾⁽³⁾		0⁽⁵⁾	I	See footnote 5⁽⁵⁾

Explanation of Responses:

1. Represents restricted stock units granted to the reporting person which are subject to the terms and conditions of the Morgans Hotel Group Co. Amended and Restated 2007 Omnibus Incentive Plan. The restricted stock units vested immediately on the date of the grant.

2. Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P. (collectively, the "Investors") purchased certain warrants (the "Warrants") to acquire shares of the common stock, par value $0.01 per share ("Common Stock") of the issuer pursuant to that certain Securities Purchase Agreement, dated as of October 15, 2009 by and among the Investors and the issuer, as filed as Exhibit 10.1 to the Issuer's current report on Form 8-K filed on October 16, 2009.

3. (footnote 2 contd.) The Warrants represent rights to acquire an aggregate of 12,500,000 shares of Common Stock, subject to adjustment under certain circumstances and subject to an exercise cap that currently prevents the Investors from exercising such Warrants to the extent that such exercise would cause the Investors and their affiliates to beneficially own in excess of 9.9% of the aggregate outstanding Common Stock. The Warrants are expected to become exercisable within 60 days from the date hereof and will expire seven-and-one-half years from their original issue date.

4. The initial exercise price of the Warrants is $6.00 subject to reduction in accordance with certain anti-dilution provisions set forth therein.

5. Mr. Gross has a non-controlling, contingent ownership interest in Yucaipa American Management, LLC, which controls the Investors holding the Warrants. Mr. Gross disclaims beneficial ownership of the Warrants.

	/s/ Richard Szymanski by Power of Attorney	10/29/2009
	** 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.