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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
Morgans Hotel Group Co. [ MHGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 11/08/2007 | S | 40,294(1) | D | $19.98 | 91,564 | D | |||
Common Stock, par value $0.01 per share | 2,479 | I | By minor child of reporting person(2) | |||||||
Common Stock, par value $0.01 per share | 2,483 | I | By minor child of reporting person(3) | |||||||
Common Stock, par value $0.01 per share | 736,342 | I | By WES Holdings LLC(4) | |||||||
Common Stock, par value $0.01 per share | 10,000 | I | By spouse of reporting person | |||||||
Common Stock, par value $0.01 per share | 871,815(5) | I | By NCIC MHG Subsidiary LLC | |||||||
Common Stock, par value $0.01 per share | 915,207(5) | I | By NorthStar Partnership, L.P. |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents shares of common stock, par value $0.01 per share (the "Common Stock"), of Morgans Hotel Group Co. (the "Company") sold in an open market transaction by the reporting person on November 8, 2007. |
2. 1,200 of the shares of Common Stock of the Company reported herein were purchased by a trust for the benefit of the minor daughter of Mr. Scheetz. Mr. Scheetz transferred the entire purchase price of such shares of Common Stock to the trust for the trust's purchase of such shares of Common Stock. Such shares are held directly by the trust for the benefit of the minor daughter of Mr. Scheetz. The remainder of the shares of Common Stock reported herein are held directly in the name of the minor daughter of Mr. Scheetz. |
3. 1,200 of the shares of Common Stock of the Company reported herein were purchased by a trust for the benefit of the minor son of Mr. Scheetz. Mr. Scheetz transferred the entire purchase price of such shares of Common Stock to the trust for the trust's purchase of such shares of Common Stock. Such shares are held directly by the trust for the benefit of the minor son of Mr. Scheetz. The remainder of the shares of Common Stock reported herein are held directly in the name of the minor son of Mr. Scheetz. |
4. The 736,342 shares of Common Stock reported herein as indirectly owned are beneficially owned directly by WES Holdings LLC for the benefit of Mr. Scheetz. By virtue of his position as the managing member of WES Holdings LLC, Mr. Scheetz is deemed to beneficially own such 736,342 shares of Common Stock. |
5. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
/s/ W. Edward Scheetz | 11/13/2007 | |
** 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 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. |