4//SEC Filing
Flannery Daniel R 4
Accession 0001123292-11-000283
CIK 0001342126other
Filed
Apr 5, 8:00 PM ET
Accepted
Apr 6, 5:23 PM ET
Size
11.7 KB
Accession
0001123292-11-000283
Insider Transaction Report
Form 4
Flannery Daniel R
Chief Operating Officer
Transactions
- Award
Stock Options (right to buy)
2011-04-04+200,000→ 200,000 totalExercise: $9.69Exp: 2021-04-04→ Common Stock (200,000 underlying) - Award
OPP Award
2011-04-04+0→ 0 total→ Common Stock (0 underlying) - Award
Common Stock, par value $0.01 per share
2011-04-04+43,000→ 43,000 total
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, April 4, 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, April 4, 2011. Each stock option becomes exercisable upon vesting.
- [F3]The Company and Mr. Flannery entered into an outperformance award agreement (the "Outperformance Award Agreement") pursuant to which Mr. Flannery 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. Flannery'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 0001516284
Filing Metadata
- Form type
- 4
- Filed
- Apr 5, 8:00 PM ET
- Accepted
- Apr 6, 5:23 PM ET
- Size
- 11.7 KB