SEC Form 4 · accession 0000899243-16-034642
Morgans Hotel Group Co. · MHGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chadi M. Farhat
Officer — See Remarks
Period of report
Nov 30, 2016
Accepted (ET)
Dec 1, 2016 · 2:34 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 | 4,754 | $2.25 | D | 0 | D |
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.
Remarks
Interim Chief Operating Officer, Senior Vice President and Chief Revenue Officer