SEC Form 4 · accession 0000899243-16-034629
Morgans Hotel Group Co. · MHGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Taubman Kalisman
Director
Period of report
Nov 30, 2016
Accepted (ET)
Dec 1, 2016 · 2:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001342126
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 30, 2016 | D | 62,251 | $2.25 | D | 0 | D | |
| Common StockF3 | holding | — | — | — | 4,500,000 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2This 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.
- F3OTK Associates, LLC ("OTK") is the beneficial owner of 4,500,000 shares of common stock in the issuer. Mr. Kalisman, who owns an indirect interest in OTK, disclaims beneficial ownership of the 4,500,000 shares of common stock beneficially owned by OTK, except to the extent of his indirect pecuniary interest therein.