Morgans Hotel Group Co. 4
4 · Morgans Hotel Group Co. · Filed Dec 1, 2016
Insider Transaction Report
Form 4
Olshan Michael E
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2016-11-30$2.25/sh−63,556$143,001→ 0 total
Holdings
- 4,500,000(indirect: See footnote)
Common Stock
Footnotes (3)
- [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]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.
- [F3]OTK Associates, LLC ("OTK") is the beneficial owner of 4,500,000 shares of common stock in the issuer. Mr. Olshan, who is a manager of OTK, has shared voting and dispositive power over such reported securities. Mr. Olshan disclaims beneficial ownership of the 4,500,000 shares of common stock beneficially owned by OTK, except to the extent of his pecuniary interest therein.