4//SEC Filing
Gery Yoav 4
Accession 0001123292-11-000245
CIK 0001342126other
Filed
Mar 24, 8:00 PM ET
Accepted
Mar 25, 2:57 PM ET
Size
11.7 KB
Accession
0001123292-11-000245
Insider Transaction Report
Form 4
Gery Yoav
Chief Development Officer
Transactions
- Award
OPP Award
2011-03-23+0→ 0 total→ Common Stock (0 underlying) - Award
Common Stock, par value $0.01 per share
2011-03-23+62,250→ 62,250 total - Award
Stock Options (right to buy)
2011-03-23+200,000→ 200,000 totalExercise: $9.64Exp: 2021-03-23→ Common Stock (200,000 underlying)
Footnotes (4)
- [F1]Total represents restricted stock units granted to the reporting person as inducement grants by Morgans Hotel Group Co. (the "Company") pursuant to the Nasdaq listing standards. The restricted stock units vest ratably in three equal annual installments on each of the first, second and third-year anniversaries of the grant date, March 23, 2011.
- [F2]The stock options were made as inducement grants by the Company pursuant to the Nasdaq listing standards. The stock options vest ratably in three equal annual installments on each of the first, second and third-year anniversaries of the grant date, March 23, 2011. Each stock option becomes exercisable upon vesting.
- [F3]The Company and Mr. Gery entered into an outperformance award agreement (the "Outperformance Award Agreement") pursuant to which Mr. Gery will receive, within approximately the next 90 days, either (i) a new series of outperformance long-term incentive units (the "OPP LTIP Units"), subject to vesting on March 20, 2014 (or earlier in the event of a change of control) and the achievement of certain performance targets (based on stock price appreciation plus dividends), or (ii) in the event OPP LTIP Units cannot be issued within that timeframe, the right to receive cash upon achievement of the performance targets on the third anniversary of the grant date (or earlier in the event of a change of control).
- [F4]The OPP LTIP Units may be settled in cash or equity at the option of the Company. The OPP LTIP Units will be subject to the terms and conditions of the Company's Amended and Restated 2007 Omnibus Incentive Plan, as amended, the Amended and Restated Limited Liability Company Agreement of Morgans Group LLC, the operating company and a subsidiary of the Company (the "Operating Company") and Mr. Gery's employment agreement. The right of a holder to convert OPP LTIP Units into Membership Units (defined below) and to have the Membership Units redeemed does not have an expiration date. Membership Units are units of membership interest in the Operating Company, which are structured as profits interests ("LTIP Units"). Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into one Membership Unit.
Documents
Issuer
Morgans Hotel Group Co.
CIK 0001342126
Entity typeother
Related Parties
1- filerCIK 0001516285
Filing Metadata
- Form type
- 4
- Filed
- Mar 24, 8:00 PM ET
- Accepted
- Mar 25, 2:57 PM ET
- Size
- 11.7 KB