MHGC Morgans Hotel Grp. Co.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 4 to

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Common Stock, par value $0.01 per share

(Title of Class of Securities)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

* Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

In accordance with Exchange Act Rule 0-11(c), the filing fee of $8,185 was determined by multiplying 0.0001007 by the estimated aggregate merger consideration of $81,279,648. The aggregate merger consideration was calculated by multiplying the 36,124,288 shares of common stock (including shares subject to restricted stock units and LTIP Units by the per share merger consideration of $2.25.

Introduction

This Amendment No. 4 to the Rule 13E-3 Transaction Statement, together with the exhibits hereto (this “ Amendment ”), is being filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “ Exchange Act ”), jointly by (i) Morgans Hotel Group Co., a Delaware corporation (the “ Company ”), (ii) Trousdale Acquisition Sub, Inc., a Delaware corporation (“ Merger Sub ”), (iii) SBEEG Holdings, LLC, a Delaware limited liability company (“ SBE ”) and (iv) Yucaipa Hospitality Investments, LLC, a Delaware limited liability company (“ Yucaipa ”) (each a “ Filing Person ” and collectively, the “ Filing Persons ”).

On August 4, 2016, the Company filed with the SEC a definitive proxy statement on Schedule 14A (the “ Proxy Statement ”) regarding, among other things, a proposal to adopt that certain Merger Agreement by and among the Company, SBE and Merger Sub, dated as of May 9, 2016.

On August 30, 2016, the Company withdrew its request for confidential treatment with respect to Exhibits (c)(2) and (c)(3) to the original Rule 13E-3 Transaction Statement filed by the Filing Persons on June 22, 2016.

This Amendment is being filed to amend and supplement Item 16, including for purposes of providing unredacted copies of Exhibits (c)(2) and (c)(3), in each case as further described below.

Item 16 (“ Exhibits ”) of the Transaction Statement is hereby amended and supplemented by replacing the following exhibits with the following exhibits:

(a)(1) Definitive Proxy Statement of the Company (incorporated by reference to the Schedule 14A filed on August 4, 2016 with the Securities and Exchange Commission).

(c)(2)* Presentation to the Board of Directors, dated March 14, 2016, presented by Morgan Stanley & Co. LLC to the Board of Directors of the Company.

(c)(3)* Fairness Opinion Presentation, dated May 8, 2016, presented by Morgan Stanley & Co. LLC to the Board of Directors of the Company.

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of August 30, 2016

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