0000899243-16-034641.txt : 20161201
0000899243-16-034641.hdr.sgml : 20161201
20161201143423
ACCESSION NUMBER: 0000899243-16-034641
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: Cruse Kenneth Edward
CENTRAL INDEX KEY: 0001385210
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33738
FILM NUMBER: 162027876
MAIL ADDRESS:
STREET 1: 903 CALLE AMANECER
STREET 2: SUITE 100
CITY: SAN CLEMENTE
STATE: CA
ZIP: 92673
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-11-30
1
0001342126
Morgans Hotel Group Co.
MHGC
0001385210
Cruse Kenneth Edward
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
64464
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