4//SEC Filing
GROSS MICHAEL JONATHAN 4
Accession 0001209191-11-019309
CIK 0001342126other
Filed
Mar 21, 8:00 PM ET
Accepted
Mar 22, 10:00 PM ET
Size
12.6 KB
Accession
0001209191-11-019309
Insider Transaction Report
Form 4
GROSS MICHAEL JONATHAN
Director
Transactions
- Award
OPP Award
2011-03-20+0→ 0 total→ Common Stock - Award
Stock Options (right to buy)
2011-03-20+300,000→ 300,000 totalExercise: $8.87Exp: 2021-03-20→ Common Stock (300,000 underlying) - Award
LTIP Units
2011-03-20+125,000→ 125,000 total→ Common Stock (125,000 underlying)
Footnotes (5)
- [F1]The stock options were granted pursuant to, and are subject to the terms and conditions of, the Morgans Hotel Group Co. (the "Company") Amended and Restated 2007 Omnibus Incentive Plan, as amended (the "2007 Plan"). 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 20, 2011. Each stock option becomes exercisable upon vesting.
- [F2]Represents units of membership interest ("Membership Units") in Morgans Group LLC, the operating company and a subsidiary of the Company (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. Each of these Membership Units is redeemable at the election of the holder for: (1) cash equal to the then fair market value of one share of the Company's common stock, par value $0.01 per share ("Common Stock"), or (2) at the option of the Company, one share of Common Stock.
- [F3]The LTIP Units vest ratably in three annual installments on each of the first, second and third-year anniversaries of the grant date, March 20, 2011. The right of a holder to convert LTIP Units into Membership Units and to have the Membership Units redeemed does not have an expiration date. The LTIP Units will be subject to the terms and conditions of the Company's 2007 Plan, the Amended and Restated Limited Liability Company Agreement of the Operating Company and Mr. Gross' employment agreement.
- [F4]On March 20, 2011, the Company and Mr. Gross entered into an outperformance award agreement (the "Outperformance Award Agreement") pursuant to which Mr. Gross 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 the third anniversary of the grant date (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) .
- [F5]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 2007 Plan, the Amended and Restated Limited Liability Company Agreement of the Operating Company and Mr. Gross' employment agreement. The right of a holder to convert OPP LTIP Units into Membership Units and to have the Membership Units redeemed does not have an expiration date. See first two sentences of Note (2) for a description of LTIP Units.
Documents
Issuer
Morgans Hotel Group Co.
CIK 0001342126
Entity typeother
Related Parties
1- filerCIK 0001370846
Filing Metadata
- Form type
- 4
- Filed
- Mar 21, 8:00 PM ET
- Accepted
- Mar 22, 10:00 PM ET
- Size
- 12.6 KB