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^*

Gordon Marc

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2006

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	02/17/2006		J⁽¹⁾		39,228	A	$20	39,228	D
Common Stock, par value $0.01 per share	02/17/2006		S⁽²⁾		7,306⁽²⁾	D	$20	31,922	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)
Stock Options (right to buy)⁽³⁾	⁽³⁾							⁽³⁾	02/14/2016	Common Stock	150,000		150,000	D
LTIP Units⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	02/14/2016	Common Stock	187,500		187,500	D

Explanation of Responses:

1. As described under the caption "Formation and Structuring Transactions" in the final prospectus dated February 13, 2006, of Morgans Hotel Group Co. (the "Company"), NorthStar Partnership, L.P. ("NorthStar LP") distributed shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company to its partners, including the reporting person, in accordance with their partnership interests in NorthStar LP. The 39,228 shares of Common Stock reported herein as acquired represent the reporting person's share of that distribution. The shares of Common Stock distributed to the reporting person by NorthStar LP are pledged as security for a loan from NorthStar LP to the reporting person.

2. Pursuant to an underwriting agreement, dated February 13, 2006, among the Company, Morgans Group LLC, Morgans Hotel Group LLC, the selling stockholders named therein, and Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters (the "Underwriters"), on February 17, 2006, Mr. Gordon sold to the Underwriters an aggregate of 7,306 shares of Common Stock at an aggregate price of approximately $136,622.

3. The stock options will be subject to the terms and conditions of the Company's 2006 Omnibus Stock Incentive Plan (the "Plan"). One-third of the stock options will vest on February 14, 2007, the first anniversary of the grant date, and the remaining two-thirds will vest in twenty-four (24) equal installments at the end of each month following the first anniversary of the grant date (becoming fully vested on the third anniversary of the grant date). Each stock option becomes exercisable upon vesting.

4. Represents units of membership interest ("Membership Units") in Morgans Group LLC, the operating company and a subsidiary of the 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 (1) Membership Unit. Each of these Membership Units is redeemable at the election of the holder for: (1) one (1) share of Common Stock, or (2) at the option of the Company, cash equal to the then fair market value of one (1) share of Common Stock, in each case beginning on February 14, 2007. The right of a holder to convert LTIP Units into Membership Units and to have the Membership Units redeemed does not have an expiration date. The LTIP Units will be subject to the terms and conditions of the Plan.

	Richard Szymanski, by power of attorney	02/17/2006
	** 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.