GROSS MICHAEL JONATHAN 4
4 · Morgans Hotel Group Co. · Filed Oct 29, 2009
Insider Transaction Report
Form 4
GROSS MICHAEL JONATHAN
Director
Transactions
- Award
Common Stock, par value $0.01 per share
2009-10-27+16,129→ 16,129 total
Holdings
- 0(indirect: See footnote 5)
Warrants to acquire Common Stock, par value $0.01 per share
→ Common Stock
Footnotes (5)
- [F1]Represents restricted stock units granted to the reporting person which are subject to the terms and conditions of the Morgans Hotel Group Co. Amended and Restated 2007 Omnibus Incentive Plan. The restricted stock units vested immediately on the date of the grant.
- [F2]Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P. (collectively, the "Investors") purchased certain warrants (the "Warrants") to acquire shares of the common stock, par value $0.01 per share ("Common Stock") of the issuer pursuant to that certain Securities Purchase Agreement, dated as of October 15, 2009 by and among the Investors and the issuer, as filed as Exhibit 10.1 to the Issuer's current report on Form 8-K filed on October 16, 2009.
- [F3](footnote 2 contd.) The Warrants represent rights to acquire an aggregate of 12,500,000 shares of Common Stock, subject to adjustment under certain circumstances and subject to an exercise cap that currently prevents the Investors from exercising such Warrants to the extent that such exercise would cause the Investors and their affiliates to beneficially own in excess of 9.9% of the aggregate outstanding Common Stock. The Warrants are expected to become exercisable within 60 days from the date hereof and will expire seven-and-one-half years from their original issue date.
- [F4]The initial exercise price of the Warrants is $6.00 subject to reduction in accordance with certain anti-dilution provisions set forth therein.
- [F5]Mr. Gross has a non-controlling, contingent ownership interest in Yucaipa American Management, LLC, which controls the Investors holding the Warrants. Mr. Gross disclaims beneficial ownership of the Warrants.