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* SCHEETZ W EDWARD (Last) (First) (Middle) C/O MORGANS HOTEL GROUP CO. 475 TENTH AVENUE (Street) NEW YORK NY 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 X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2006
	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	03/01/2006		P(1)		11,500(1)	A	$19.8967	11,500(1)	D
Common Stock, par value $0.01 per share								303,308	I	By NorthStar Partnership L.P.(2)
Common Stock, par value $0.01 per share								953,924	I	By NCIC MHG Subsidiary LLC(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								1,200(5)	I	By minor child of reporting person(6)
Common Stock, par value $0.01 per share								1,200(5)	I	By minor child of reporting person(6)
Common Stock, par value $0.01 per share								10,000	I	By spouse of reporting person

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(7)	(7)							(7)	(7)	Common Stock	127,472		127,472	I	By Morgans Hotel Group LLC(8)
Stock Options (right to buy)(9)	(9)							(9)	02/14/2016	Common Stock	300,000		300,000	D
LTIP Units(10)	(10)							(10)	02/14/2016	Common Stock	325,000		325,000	D

Explanation of Responses:

1. The 11,500 shares of common stock, par value $0.01 per share (the "Common Stock") of Morgans Hotel Group Co. (the "Company") reported herein were purchased in an open market transaction that settled on March 1, 2006.

2. The 303,308 shares of Common Stock reported herein as indirectly owned represent the indirect pecuniary interest of the reporting person in 2,000,000 shares of Common Stock which NorthStar Capital Investment Corp. ("NCIC") indirectly beneficially owns through its majority-owned subsidiary, NorthStar Partnership, L.P. ("NorthStar LP"), which directly owns such 2,000,000 shares of Common Stock.

3. The 953,924 shares of Common Stock reported herein as indirectly owned represent the indirect pecuniary interest of the reporting person in 8,164,693 shares of Common Stock which NCIC indirectly beneficially owns through its wholly-owned subsidiary, NCIC MHG Subsidiary LLC, which directly owns such 8,164,693 shares of Common Stock.

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. Such shares of Common Stock were purchased by a trust for the benefit of one of the two minor children 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.

6. Held directly by one of the two trusts for the benefit of the two minor children of Mr. Scheetz.

7. 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.

8. The 127,472 Membership Units reported herein as indirectly owned represent the indirect pecuniary interest of the reporting person in 1,000,000 Membership Units which are indirectly beneficially owned by NCIC through its majority-owned subsidiary, NorthStar LP, which indirectly beneficially owns such 1,000,000 Membership Units through its wholly-owned subsidiary, NorthStar Hospitality LLC, which indirectly beneficially owns such 1,000,000 Membership Units through its majority-owned subsidiary, Morgans Hotel Group LLC, which directly owns such 1,000,000 Membership Units.

9. 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.

10. Represents Membership Units in Morgans Group LLC, 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.

	/s/ Richard Szymanski, by power of attorney	02/28/2006
	** 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).
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