GROSS MICHAEL JONATHAN 4
4 · Morgans Hotel Group Co. · Filed Sep 19, 2011
Insider Transaction Report
Form 4
GROSS MICHAEL JONATHAN
Director
Transactions
- Award
OPP Award
2011-09-15+551,250→ 551,250 total→ Common Stock (551,250 underlying)
Footnotes (2)
- [F1]As previously reported on a Form 4 filed on March 22, 2011, Morgans Hotel Group Co. (the "Company"), Morgans Group LLC (the operating company and a subsidiary of the Company) and Mr. Gross entered into an outperformance award agreement (the "Outperformance Award Agreement"), on March 20, 2011 (the "Effective Date"). Pursuant to the Outperformance Award Agreement, Mr. Gross was issued 551,250 outperformance long-term incentive units (the "OPP LTIP Units") in Morgans Group LLC, on September 15, 2011. The OPP LTIP Units are a new series of long-term incentive units (membership interests) in Morgans Group LLC and are subject to vesting on the third anniversary of the Effective 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).[footnote cont'd]
- [F2][footnote cont'd] The number of OPP LTIP Units is subject to adjustment upon vesting, such that Mr. Gross may be required to forfeit some of the OPP LTIP Units or may be granted additional OPP LTIP Units, depending on the achievement of performance targets and the value of the Company's common stock at such time. The OPP LTIP Units are subject to the terms and conditions of (i) the Company's Amended and Restated 2007 Omnibus Incentive Plan, as amended, (ii) the Amended and Restated Limited Liability Company Agreement, as amended, of Morgans Group LLC, and (iii) Mr. Gross's employment agreement. See Current Report on Form 8-K filed by the Company on March 24, 2011 for a more detailed description of the OPP LTIP Units.