SEC Form 4 · accession 0000899243-16-034630
Morgans Hotel Group Co. · MHGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard T Szymanski
Officer — Chief Financial Officer
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 | Nov 30, 2016 | D | 157,573 | $2.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F1,F2 | $15.42 | Nov 30, 2016 | D | 88,894 | D | — | Apr 3, 2018 | Common Stock | 88,894 | 0 | D |
| LTIP UnitsF1,F3,F4 | — | Nov 30, 2016 | D | 172,493 | D | — | — | Common Stock | 172,493 | 0 | D |
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.
- F2The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to (i) the excess, if any, of (1) the per share merger consideration over (2) the exercise price per share of common stock subject to such stock option, multiplied by (ii) the number of shares of common stock subject to such stock option. Since the exercise price per share exceeded the per share merger consideration, the outstanding stock options were cancelled and no payment was received.
- F3The LTIP Units represent units of membership interest ("Membership Units") in Morgans Group, LLC, the operating company and a subsidiary of the issuer, which are structured as profits interests ("LTIP Units"). Each of these Membership Units is redeemable at the election of the holder for: (1) one share of common stock, or (2) at the option of the issuer, cash equal to the then fair market value of one share of common stock.
- F4The Merger Agreement provided that each outstanding LTIP Unit be cancelled at the effective time of the Merger in exchange for the right to receive the per share merger consideration.