0001181431-12-019416.txt : 20120326 0001181431-12-019416.hdr.sgml : 20120326 20120326143852 ACCESSION NUMBER: 0001181431-12-019416 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120320 FILED AS OF DATE: 20120326 DATE AS OF CHANGE: 20120326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BURKLE RONALD W CENTRAL INDEX KEY: 0001015899 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 12714268 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Morgans Hotel Group Co. CENTRAL INDEX KEY: 0001342126 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 161736884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-277-4100 MAIL ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YUCAIPA AMERICAN ALLIANCE FUND II LP CENTRAL INDEX KEY: 0001431428 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 12714265 BUSINESS ADDRESS: STREET 1: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 310 789-7200 MAIL ADDRESS: STREET 1: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yucaipa American Alliance (Parallel) Fund II, L.P. CENTRAL INDEX KEY: 0001452578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 12714266 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yucaipa American Alliance Fund II, LLC CENTRAL INDEX KEY: 0001452579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 12714267 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YUCAIPA AMERICAN MANAGEMENT, LLC CENTRAL INDEX KEY: 0001452932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 12714264 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YUCAIPA AMERICAN FUNDS, LLC CENTRAL INDEX KEY: 0001452934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 12714269 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 4 1 rrd339495.xml BURKLE FORM 4 FOR MORGANS SALE MARCH 20 X0305 4 2012-03-20 0 0001342126 Morgans Hotel Group Co. MHGC 0001015899 BURKLE RONALD W C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 1 0 1 0 0001452579 Yucaipa American Alliance Fund II, LLC C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001452578 Yucaipa American Alliance (Parallel) Fund II, L.P. C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001431428 YUCAIPA AMERICAN ALLIANCE FUND II LP C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001452932 YUCAIPA AMERICAN MANAGEMENT, LLC C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001452934 YUCAIPA AMERICAN FUNDS, LLC C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 Common Stock, par value $0.01 per share 2012-03-20 4 S 0 806970 5.2772 D 0 I See footnote and Remarks below Common Stock, par value $0.01 per share 2012-03-20 4 S 0 531630 5.2772 D 0 I See footnote and Remarks below Common Stock, par value $0.01 per share 11545 D Warrant (right to buy) 6 2017-04-15 Common Stock 7535580 7535580 I See footnote and Remarks below Warrant (right to buy) 6 2017-04-15 Common Stock 4964420 4964420 I See footnote and Remarks below Weighted average price. These shares are directly held by Yucaipa American Alliance Fund II, L.P. ("YAAF II"). These shares are directly held by Yucaipa American Alliance (Parallel) Fund II, L.P. ("YAAF II Parallel"). Represents restricted stock units granted to the reporting person which are subject to the terms and conditions of the Morgans Hotel Group Co. Amended and Restated 2007 Omnibus Incentive Plan. The restricted stock units vested immediately on the date of the grant. YAAF II and YAAF II Parallel purchased certain warrants (the "Warrants") to acquire shares of the common stock, par value $0.01 per share ("Common Stock") of the issuer pursuant to that certain Securities Purchase Agreement, dated as of October 15, 2009 by and among YAAF II, YAAF II Parallel, and the issuer, as filed as Exhibit 10.1 to the issuer's current report on Form 8-K filed on October 16, 2009. Exercise of the Warrants is subject to mandatory cashless exercise, which reduces the shares of the issuer's Common Stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuer's Common Stock at the time of such exercise. YAAF II directly holds a warrant to purchase these shares, and has beneficial ownership of 7,535,580 shares of Common Stock through such warrant. YAAF II Parallel directly holds a warrant to purchase these shares, and has beneficial ownership of 4,964,420 shares of Common Stock through such warrant. This Form 4 is jointly filed by (i) Ronald W. Burkle, (ii) Yucaipa American Management, LLC ("Yucaipa American"), (iii) Yucaipa American Funds, LLC ("Yucaipa American Funds"), (iv) Yucaipa American Alliance Fund II, LLC ("YAAF II LLC"), (v) YAAF II, and (vi) YAAF II Parallel. Mr. Burkle is the managing member of Yucaipa American, which is the managing member of Yucaipa American Funds, which is the managing member of YAAF II LLC, which, in turn, is the general partner of each of YAAF II and YAAF II Parallel. Each of Mr. Burkle, Yucaipa American, Yucaipa American Funds, and YAAF II LLC, by virtue of their direct or indirect control of YAAF II and YAAF II Parallel, may be deemed to beneficially own some or all of the securities reported as being held by YAAF II and YAAF II Parallel. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, YAAF II disclaims beneficial ownership of any securities held directly by YAAF II Parallel; YAAF II Parallel disclaims beneficial ownership of any securities held directly by YAAF II; and YAAF II, YAAF II Parallel, YAAF II LLC, Yucaipa American, and Yucaipa American Funds disclaim beneficial ownership of any securities held directly by Ronald W. Burkle. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Ronald W. Burkle 2012-03-26 /s/ Robert P. Bermingham, VP and Secty of each additional reporting person 2012-03-26