SEC FORM 4/A

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

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 & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/20/2007

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	06/18/2007		P		234⁽¹⁾	A	$24.26	71,592	D
Common Stock, par value $0.01 per share	06/18/2007		P		293⁽¹⁾	A	$24.27	71,885	D
Common Stock, par value $0.01 per share	06/18/2007		P		100⁽¹⁾	A	$24.28	71,985	D
Common Stock, par value $0.01 per share	06/18/2007		P		400⁽¹⁾	A	$24.29	72,385	D
Common Stock, par value $0.01 per share	06/18/2007		P		600⁽¹⁾	A	$24.31	72,985	D
Common Stock, par value $0.01 per share	06/18/2007		P		200⁽¹⁾	A	$24.32	73,185	D
Common Stock, par value $0.01 per share	06/18/2007		P		173⁽¹⁾	A	$24.33	73,358	D
Common Stock, par value $0.01 per share	06/18/2007		P		500⁽¹⁾	A	$24.35	73,858	D
Common Stock, par value $0.01 per share	06/18/2007		P		1,000⁽¹⁾	A	$24.36	74,858	D
Common Stock, par value $0.01 per share	06/18/2007		P		600⁽¹⁾	A	$24.37	75,458	D
Common Stock, par value $0.01 per share	06/18/2007		P		300⁽¹⁾	A	$24.39	75,758	D
Common Stock, par value $0.01 per share	06/18/2007		P		200⁽¹⁾	A	$24.41	75,958	D
Common Stock, par value $0.01 per share	06/18/2007		P		100⁽¹⁾	A	$24.42	76,058	D
Common Stock, par value $0.01 per share	06/18/2007		P		100⁽¹⁾	A	$24.44	76,158	D
Common Stock, par value $0.01 per share	06/18/2007		P		120⁽¹⁾	A	$24.45	76,278	D
Common Stock, par value $0.01 per share	06/18/2007		P		80⁽¹⁾	A	$24.47	76,358	D
Common Stock, par value $0.01 per share	06/18/2007		P		100⁽¹⁾	A	$24.52	76,458	D
Common Stock, par value $0.01 per share	06/18/2007		P		400⁽¹⁾	A	$24.54	76,858	D
Common Stock, par value $0.01 per share	06/18/2007		P		500⁽¹⁾	A	$24.55	77,358	D
Common Stock, par value $0.01 per share								2,332	I	By minor child of reporting person⁽²⁾
Common Stock, par value $0.01 per share								2,336	I	By minor child of reporting person⁽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								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)
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)
Membership Units⁽⁵⁾⁽⁶⁾	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	0⁽⁵⁾⁽⁶⁾		0⁽⁵⁾⁽⁶⁾	I	By Residual Hotel Interest LLC, formerly known as Morgans Hotel Group LLC⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. Represents shares of common stock, par value $0.01 per share (the "Common Stock"), of Morgans Hotel Group Co. (the "Company") purchased in an open market transaction pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2007.

2. The 2,332 shares of Common Stock of the Company reported herein were purchased by a trust for the benefit of the minor daughter 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. The shares are held directly by the trust for the benefit of the minor daughter of Mr. Scheetz.

3. The 2,336 shares of Common Stock of the Company reported herein were purchased by a trust for the benefit of the minor son 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. The shares are held directly by the trust for the benefit of the minor son of Mr. Scheetz.

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. This item is amended to reflect that the reporting person was not, at the time the original report was filed, the beneficial owner of the 127,472 units of membership interest ("Membership Units") in Morgans Group LLC previously reported, on a Form 4 filed by the reporting person on February 23, 2006, as indirectly owned by the reporting person through Morgans Hotel Group LLC. Such Membership Units are indirectly beneficially owned by NorthStar Capital Investment Corp. through its indirect subsidiary, Residual Hotel Interest LLC, formerly known as Morgans Hotel Group LLC.

6. The reporting person has an indirect economic interest in the Membership Units, but such units are not subject to the reporting person's investment control. Any decisions to sell the Membership Units are made by the board of directors of NorthStar Capital Investment Corp. upon the recommendation of a committee of directors not affiliated with management of NorthStar Capital Investment Corp. The reporting person is not a member of such committee.

7. Represents units of membership interest 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.

Remarks:

This amendment is filed by the reporting person to reflect that the reporting person was not, at the time the original report was filed, the beneficial owner of the 303,308 and 953,924 shares of Common Stock and the 127,472 Membership Units previously reported as indirectly owned by the reporting person through NorthStar Partnership, L.P., NCIC MHG Subsidiary LLC, and Morgans Hotel Group LLC (now known as Residual Hotel Interest LLC), respectively, all of which are subsidiaries of NorthStar Capital Investment Corp. The reporting person has indirect economic interests in these shares of Common Stock and Membership Units, but such shares of Common Stock and Membership Units are not subject to the reporting person's investment control. Any decisions to sell such shares of Common Stock or Membership Units are made by the board of directors of NorthStar Capital Investment Corp. upon the recommendation of a committee of directors not affiliated with management of NorthStar Capital Investment Corp. The reporting person is not a member of such committee.

	/s/ Richard Szymanski, by power of attorney	07/12/2007
	** 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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