SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

SCHEETZ W EDWARD

(Last)

(First)

(Middle)

218 CLAPBOARD RIDGE ROAD

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2009

3. Issuer Name and Ticker or Trading Symbol
Morgans Hotel Group Co. [ MHGC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	957,999	D
Common Stock	883,607	I	By WES Holdings LLC⁽¹⁾
Common Stock	102,600	I	By Crosby Holdings LLC⁽²⁾
Common Stock	85,908	I	By Bayard Holdings MVIII LLC⁽³⁾
Common Stock	457,603	I	By Baxter Holdings MVIII LLC⁽⁴⁾
Common Stock	175,000	I	By Two-Year Grantor Retained Annuity Trust⁽⁵⁾
Common Stock	30,000	I	By Six-Year Grantor Retained Annuity Trust⁽⁶⁾
Common Stock	8,200	I	By trust
Common Stock	8,200	I	By trust
Common Stock	10,000	I	By wife

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁷⁾	02/14/2016	Common Stock	300,000	$20	D
Call Option (right to buy)	⁽⁷⁾	04/18/2009	Common Stock	15,000	$2.5	D

Explanation of Responses:

1. The Reporting Person is deemed to beneficially own the shares of Common Stock as the sole owner of such entity.

2. The Reporting Person is deemed to beneficially own the shares of Common Stock as the sole owner of WES Holdings LLC which is the controlling member of Crosby Holdings LLC.

3. The Reporting Person is deemed to beneficially own the shares of Common Stock as the sole manager of such entity.

4. The Reporting Person is deemed to beneficially own the shares of Common Stock as the sole manager of such entity.

5. The Reporting Person is deemed to beneficially own the shares of Common Stock as the trustee of the Two-Year Grantor Retained Annuity Trust which directly owns such shares of Common Stock for the benefit of the Reporting Person.

6. The Reporting Person is deemed to beneficially own the shares of Common Stock as the trustee of the Six-Year Grantor Retained Annuity Trust which directly owns such shares of Common Stock for the benefit of the Reporting Person.

7. The holder of the option may exercise it at any time.

	/s/ W. Edward Scheetz	02/27/2009
	** 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 5 (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.