SEC FORM 4

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^*

NORTHSTAR CAPITAL INVESTMENT CORP /MD/

(Last)

(First)

(Middle)

527 MADISON AVENUE, 16TH FLOOR

(Street)

NEW YORK

10022

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2006

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)
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								100	I	By Morgans Hotel Group LLC⁽¹⁾
Common Stock, par value $0.01 per share	02/17/2006		S		100	D	$0.01	0	I	By Morgans Hotel Group LLC⁽¹⁾
Common Stock, par value $0.01 per share	02/17/2006		J⁽²⁾⁽³⁾		11,501,541	A	$20	11,501,541	I	By NorthStar Partnership L.P.⁽²⁾⁽³⁾
Common Stock, par value $0.01 per share	02/17/2006		J⁽⁴⁾		10,035,851	D	$20	1,465,690	I	By NorthStar Partnership L.P.⁽⁴⁾
Common Stock, par value $0.01 per share	02/17/2006		J⁽⁵⁾		10,035,851	A	$20	10,035,851	D
Common Stock, par value $0.01 per share	02/17/2006		J⁽⁵⁾		10,035,851	D	$20	0	D
Common Stock, par value $0.01 per share	02/17/2006		J⁽⁵⁾		10,035,851	A	$20	10,035,851	I	By NCIC MHG Subsidiary LLC⁽⁵⁾
Common Stock, par value $0.01 per share	02/17/2006		J⁽⁶⁾		1,871,158⁽⁶⁾	D	$20	8,164,693	I	By NCIC MHG Subsidiary LLC⁽⁶⁾

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⁽⁷⁾	⁽⁷⁾	02/17/2006		J⁽⁸⁾		11,501,541		⁽⁷⁾	⁽⁷⁾	Common Stock	11,501,541	⁽⁷⁾	11,501,541	I	By Morgans Hotel Group LLC⁽⁸⁾
Membership Units⁽⁷⁾	⁽⁷⁾	02/17/2006		J⁽⁹⁾			11,501,541	⁽⁷⁾	⁽⁷⁾	Common Stock	11,501,541	⁽⁷⁾	0	I	By Morgans Hotel Group LLC⁽⁸⁾
Membership Units⁽⁷⁾	⁽⁷⁾	02/17/2006		J⁽²⁾⁽³⁾		11,501,541		⁽⁷⁾	⁽⁷⁾	Common Stock	11,501,541	⁽⁷⁾	11,501,541	I	By NorthStar Hospitality LLC⁽¹⁰⁾
Membership Units⁽⁷⁾	⁽⁷⁾	02/17/2006		J⁽²⁾⁽³⁾			11,501,541	⁽⁷⁾	⁽⁷⁾	Common Stock	11,501,541	⁽⁷⁾	0	I	By NorthStar Hospitality LLC⁽¹⁰⁾
Membership Units⁽⁷⁾	⁽⁷⁾	02/17/2006		J⁽²⁾⁽³⁾		11,501,541		⁽⁷⁾	⁽⁷⁾	Common Stock	11,501,541	⁽⁷⁾	11,501,541	I	By NorthStar Partnership L.P.⁽¹¹⁾
Membership Units⁽⁷⁾	⁽⁷⁾	02/17/2006		J⁽²⁾⁽³⁾			11,501,541⁽¹²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	11,501,541⁽¹²⁾	⁽⁷⁾	0	I	By NorthStar Partnership L.P.⁽¹¹⁾
Membership Units⁽⁷⁾	⁽⁷⁾	02/17/2006		J⁽¹³⁾		615,988		⁽⁷⁾	⁽⁷⁾	Common Stock	615,988	⁽⁷⁾	615,988	I	By Morgans Hotel Group LLC⁽¹³⁾

Explanation of Responses:

1. The 100 shares of common stock, par value $0.01 per share (the "Common Stock") of Morgans Hotel Group Co. (the "Company") reported herein as indirectly held and sold were held and sold and were indirectly beneficially owned by NorthStar Capital Investment Corp. ("NCIC") through its majority-owned subsidiary, NorthStar Partnership, L.P. ( "NorthStar LP"), which indirectly owned such 100 shares of Common Stock through its wholly-owned subsidiary, NorthStar Hospitality LLC ("NorthStar Hospitality"), which indirectly owned such 100 shares of Common Stock through its majority-owned subsidiary, Morgans Hotel Group LLC ("MHG LLC"), which directly owned such 100 shares of Common Stock. The 100 shares of Common Stock reported herein as held and sold were repurchased by the Company at par value in connection with the Company's initial public offering of Common Stock.

2. As described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006, Morgans Hotel Group LLC ("MHG LLC") distributed 18,500,000 units of membership interest ("Membership Units") in Morgans Group LLC to its members and certain persons with rights under participation agreements (the "Morgans Hotel Group Investors") in accordance with their membership interests in and other entitlements from MHG LLC. NorthStar Hospitality received 15,694,371 Membership Units in that distribution, which it in turn distributed to NorthStar LP. As described below, each Membership Unit is exchangeable for a share of Common Stock. NorthStar LP exchanged the 15,694,371 Membership Units it received for an equal number of shares of Common Stock.

3. The 11,501,541 shares of Common Stock reported herein as indirectly owned represent the indirect pecuniary interest of the reporting person in 15,694,371 shares of Common Stock received by NorthStar LP in the exchange described in note (2) above.

4. As described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006, NorthStar LP distributed all but 2,000,000 of the shares of Common Stock it received to its partners in accordance with their partnership interests in NorthStar LP. The 10,035,851 shares of Common Stock reported herein as indirectly owned represent the indirect pecuniary interest of the reporting person in 15,694,371 shares of Common Stock received from NorthStar LP in that distribution. The shares of Common Stock reported herein are indirectly beneficially owned by NCIC through its majority-owned subsidiary, NorthStar LP, which directly owns such shares of Common Stock.

5. As described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006, NCIC contributed the 10,035,851 shares of Common Stock it received from NorthStar LP to NCIC MHG Subsidiary LLC, its wholly-owned subsidiary. The shares of Common Stock reported herein are indirectly beneficially owned by NCIC through its wholly-owned subsidiary, NCIC MHG Subsidiary LLC, which directly owns such shares of Common Stock.

6. Pursuant to an underwriting agreement, dated February 13, 2006, among the Company, Morgans Group LLC, Morgans Hotel Group LLC, the selling stockholders named therein, and Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters (the "Underwriters"), on February 17, 2006, NCIC MHG Subsidiary LLC sold to the Underwriters an aggregate of 1,871,158 shares of Common Stock at an aggregate price of approximately $34,990,654.

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 11,501,541 Membership Units reported herein as indirectly owned represent the indirect pecuniary interest of the reporting person in 18,500,000 Membership Units received by MHG LLC as a result of the contribution of interests in subsidiaries of MHG LLC to Morgans Group LLC as described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006.

9. The 11,501,541 Membership Units reported herein as indirectly owned represent the indirect pecuniary interest of the reporting person in 18,500,000 Membership Units distributed to the Morgans Hotel Group Investors in accordance with their membership interests in, and other entitlements from, MHG LLC, as described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006.

10. The 11,501,541 Membership Units reported herein as indirectly acquired and disposed of were acquired and disposed of and were beneficially owned indirectly by NCIC through its majority-owned subsidiary, NorthStar LP, which indirectly owned such 11,501,541 Membership Units through its wholly-owned subsidiary, NorthStar Hospitality, which directly owned such 15,694,371 Membership Units.

11. The 11,501,541 Membership Units reported herein as indirectly acquired and disposed of were acquired and disposed of and were beneficially owned indirectly by NCIC through its majority-owned subsidiary, NorthStar LP, which directly owned such 11,501,541 Membership Units.

12. Such 11,501,541 Membership Units were exchanged for 11,501,541 shares of Common Stock. See notes (2) and (3) above.

13. The 615,988 Membership Units reported herein as indirectly owned represent the indirect pecuniary interest of the reporting person in 1,000,000 Membership Units received by MHG LLC in exchange for the contribution of its membership interests in MHG Management Company, as described under the caption "Formation and Structuring Transactions" in the Company's final prospectus dated February 13, 2006.

	Richard J. McCready, Chief Operating Officer and Secretary	02/17/2006
	** Signature of Reporting Person	Date
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