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

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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^*

SCHEETZ W EDWARD

(Last)

(First)

(Middle)

218 CLAPBOARD RIDGE ROAD

(Street)

GREENWICH

06831

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2009

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	10/15/2009		S		35,000	D	$5.6041⁽¹⁾	716,130⁽²⁾	D
Common Stock	10/15/2009		S		30,000	D	$5.556⁽³⁾	1,878,870⁽⁴⁾	I	By WES Holdings LLC⁽⁵⁾
Common Stock	10/16/2009		S		50,000	D	$5.0452⁽⁶⁾	666,130	D
Common Stock	10/16/2009		S		76,971	D	$5.0813⁽⁷⁾	1,801,899	I	By WES Holdings LLC⁽⁵⁾
Common Stock	10/19/2009		S		76,050	D	$4.8004⁽⁸⁾	590,080	D
Common Stock	10/19/2009		S		231,050	D	$4.7893⁽⁹⁾	1,570,849	I	By WES Holdings LLC⁽⁵⁾
Common Stock								85,908	I	By Bayard Holdings MVIII LLC⁽¹⁰⁾
Common Stock								457,603	I	By Baxter Holdings MVIII LLC⁽¹¹⁾
Common Stock								175,000	I	By Two-Year Grantor Retained Annuity Trust⁽¹²⁾
Common Stock								30,000	I	By Six-Year Grantor Retained Annuity Trust⁽¹³⁾
Common Stock								8,200	I	By trust
Common Stock								8,200	I	By trust
Common Stock								10,000	I	By wife

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)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.55 to $5.65, inclusive. The Reporting Person undertakes to provide to Morgans Hotel Group Co., any security holder of Morgans Hotel Group Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3), (6), (7), (8) and (9) to this Form 4.

2. Includes 70,000 shares previously held by WES Holdings LLC, an entity of which the Reporting Person is the sole member and manager, which were transferred to the Reporting Person on October 13, 2009 and are now owned directly.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.52 to $5.63, inclusive.

4. Includes (i) 110,000 shares previously held by Crosby Holdings LLC, an entity of which WES Holdings LLC is the controlling member, which were transferred to WES Holdings LLC on May 18, 2009, (ii) 326,370 shares previously held directly by the Reporting Person which were transferred to WES Holdings LLC on May 18, 2009 and (iii) 112,500 shares previously held directly by the Reporting Person which were transferred to WES Holdings LLC on May 21, 2009.

5. The Reporting Person is deemed to beneficially own the shares of Common Stock as the sole member and manager of such entity.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.15, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.50, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.75 to $5.05, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.68 to $5.05, inclusive.

10. The Reporting Person is deemed to beneficially own the shares of Common Stock as the sole manager of such entity.

11. The Reporting Person is deemed to beneficially own the shares of Common Stock as the sole manager of such entity.

12. The Reporting Person is deemed to beneficially own the shares of Common Stock as the trustee of the Two-Year Grantor Retained Annuity Trust which directly owns such shares of Common Stock for the benefit of the Reporting Person.

13. The Reporting Person is deemed to beneficially own the shares of Common Stock as the trustee of the Six-Year Grantor Retained Annuity Trust which directly owns such shares of Common Stock for the benefit of the Reporting Person.

	/s/ W. Edward Scheetz	10/19/2009
	** 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).
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