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)
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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2006
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 11/16/2006 P(1) 18,800(1) A $14.2969 44,758(1) D
Common Stock, par value $0.01 per share 11/17/2006 P(1) 13,000(1) A $14.3077 57,758(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
Explanation of Responses:
1. The 18,800 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 on November 16, 2006 and the 13,000 shares of Common Stock of the Company reported herein were purchased in an open market transaction on November 17, 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.
/s/ W. Edward Scheetz 11/20/2006
** 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.