0000899243-16-034637.txt : 20161201 0000899243-16-034637.hdr.sgml : 20161201 20161201143148 ACCESSION NUMBER: 0000899243-16-034637 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161130 FILED AS OF DATE: 20161201 DATE AS OF CHANGE: 20161201 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: Russo Michelle S CENTRAL INDEX KEY: 0001609513 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 162027857 MAIL ADDRESS: STREET 1: C/O MORGANS HOTEL GROUP CO. STREET 2: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-30 1 0001342126 Morgans Hotel Group Co. MHGC 0001609513 Russo Michelle S C/O MORGANS HOTEL GROUP CO. 475 TENTH AVENUE NEW YORK NY 10018 1 0 0 0 Common Stock 2016-11-30 4 D 0 75238 2.25 D 0 D 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. This amount includes 47,169 shares of common stock relating to unvested restricted stock unit awards that vested automatically upon the Merger. The Merger Agreement provided that each outstanding restricted stock unit award be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to (i) the per share merger consideration, multiplied by (ii) the number of shares of common stock subject to such restricted stock unit award. /s/ Meredith L. Deutsch, attorney-in-fact 2016-12-01