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
X	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* Morgans Hotel Group LLC (Last) (First) (Middle) 527 MADISON AVENUE, 16TH FLOOR (Street) NEW YORK NY 10022 (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) 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share								100(1)	D
Common Stock, par value $0.01 per share	02/17/2006		S		100(1)	D	$0.01	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Membership Units(2)	(2)	02/17/2006		J(3)		18,500,000		(2)	(2)	Common Stock	18,500,000	(2)	18,500,000	D
Membership Units(2)	(2)	02/17/2006		J(4)			18,500,000	(2)	(2)	Common Stock	18,500,000	(2)	0	D
Membership Units(2)	(2)	02/17/2006		J(5)		1,000,000		(2)	(2)	Common Stock	1,000,000	(2)	1,000,000	D

Explanation of Responses:

1. The 100 shares of common stock, par value $0.01 per share (the "Common Stock"), of Morgans Hotel Group Co. (the "Company") reported herein as held and sold were repurchased by the Company at par value in connection with the Company's initial public offering of Common Stock.

2. Represents units of membership interest ("Membership Units") in Morgans Group LLC, the operating company and a subsidiary of the Company. The Company is the sole managing member (the "Managing Member") of Morgans Group LLC. 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 in its capacity as Managing Member, cash equal to the then fair market value of one (1) share of Common Stock, in each case beginning February 17, 2007. The right of a holder to redeem these Membership Units does not have an expiration date.

3. These Membership Units were received by Morgans Hotel Group LLC ("MHG LLC") as a result of the contribution of interests in subsidiaries of MHG LLC to Morgans Group LLC as described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006.

4. These Membership Units were distributed to the members of MHG LLC and certain persons with rights under participation agreements (the "Morgans Hotel Group Investors") in accordance with their membership interests in and other entitlements from MHG LLC, as described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006.

5. These Membership Units were received by MHG LLC in exchange for the contribution of its membership interests in MHG Management Company, as described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006.

	Richard Szymanski, Chief Financial Officer	02/17/2006
	** Signature of Reporting Person	Date
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