4//SEC Filing
Morgans Hotel Group Co. 4
Accession 0000899243-16-034630
CIK 0001342126operating
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 2:30 PM ET
Size
11.3 KB
Accession
0000899243-16-034630
Insider Transaction Report
Form 4
SZYMANSKI RICHARD T
CFO and Secretary
Transactions
- Disposition to Issuer
Common Stock
2016-11-30$2.25/sh−157,573$354,539→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
2016-11-30$15.42/sh−88,894$1,370,745→ 0 totalExercise: $15.42Exp: 2018-04-03→ Common Stock (88,894 underlying) - Disposition to Issuer
LTIP Units
2016-11-30−172,493→ 0 total→ Common Stock (172,493 underlying)
Footnotes (4)
- [F1]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.
- [F2]The 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.
- [F3]The 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.
- [F4]The 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.
Documents
Issuer
Morgans Hotel Group Co.
CIK 0001342126
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001342126
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 2:30 PM ET
- Size
- 11.3 KB