Statement of Changes in Beneficial Ownership (4)
December 01 2016 - 2:31PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
SZYMANSKI RICHARD T
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2. Issuer Name
and
Ticker or Trading Symbol
Morgans Hotel Group Co.
[
MHGC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O MORGANS HOTEL GROUP CO., 475 TENTH AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2016
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(Street)
NEW YORK, NY 10018
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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11/30/2016
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D
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157573
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D
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$2.25
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (Right to Buy)
(1)
(2)
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$15.42
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11/30/2016
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D
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88894
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(2)
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4/3/2018
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Common Stock
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88894
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$15.42
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0
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D
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LTIP Units
(1)
(3)
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(3)
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11/30/2016
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D
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172493
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(4)
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(4)
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Common Stock
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172493
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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On May 9, 2016, the issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with SBEEG Holdings, LLC, a Delaware limited liability company ("Trousdale"), and Trousdale Acquisition Sub Inc., a Delaware corporation ("Sub-S"), a wholly owned subsidiary of Trousdale. Pursuant to the Merger Agreement, Sub-S merged with and into the issuer, and the issuer continued as a wholly owned subsidiary of Trousdale (the "Merger"). At the effective time of the Merger, each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock unit awards and LTIP units) was cancelled and converted into the right to receive $2.25 in cash (the "per share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on August 4, 2016.
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(
2)
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The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to (i) the excess, if any, of (1) the per share merger consideration over (2) the exercise price per share of common stock subject to such stock option, multiplied by (ii) the number of shares of common stock subject to such stock option. Since the exercise price per share exceeded the per share merger consideration, the outstanding stock options were cancelled and no payment was received.
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(
3)
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The LTIP Units represent units of membership interest ("Membership Units") in Morgans Group, LLC, the operating company and a subsidiary of the issuer, which are structured as profits interests ("LTIP Units"). Each of these Membership Units is redeemable at the election of the holder for: (1) one share of common stock, or (2) at the option of the issuer, cash equal to the then fair market value of one share of common stock.
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(
4)
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The Merger Agreement provided that each outstanding LTIP Unit be cancelled at the effective time of the Merger in exchange for the right to receive the per share merger consideration.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SZYMANSKI RICHARD T
C/O MORGANS HOTEL GROUP CO.
475 TENTH AVENUE
NEW YORK, NY 10018
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Chief Financial Officer
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Signatures
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/s/ Richard Szymanski
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12/1/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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