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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		61748W108		Page		2		of		5

CUSIP No.		61748W108		Page		3		of		5

Introductory Statement

This Amendment No. 1, filed by Mr. David T. Hamamoto (the “Reporting Person”), relates to the common stock, par value $0.01 per share (the “Common Stock”), of Morgans Hotel Group Co. (the “Company”), a Delaware corporation, and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on August 11, 2008. Capitalized terms used but otherwise not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Since the date of filing of the Schedule 13D, the number of shares of Common Stock beneficially owned by Mr. David T. Hamamoto has changed, as reported below, through open market purchases and the vesting of stock options and LTIP units. Accordingly, the purpose of this amendment is to amend and restate in its entirety Item 5 of the Schedule 13D as set forth below.

ITEM 5. Interest in Securities of the Issuer.

(a) Ownership percentages of Common Stock reported herein are based on 29,397,841 shares outstanding as of November 7, 2008 and reported in the Company’s Form 10-Q filed on November 7, 2008.

Of the 2,747,778 shares of Common Stock reported as being the aggregate amount beneficially owned by Mr. Hamamoto in row (11) of the cover pages to this Schedule 13D, representing in the aggregate approximately 9.3% of the outstanding shares of Common Stock, Mr. Hamamoto may be considered to have shared dispositive power but no voting power over 459,688 non-voting units, reported in row (10) of the cover pages to this Schedule 13D, and sole dispositive power over 2,288,090 shares of Common Stock, reported in row (9) of the cover pages to this Schedule 13D. The 2,288,090 shares of Common Stock reported in row (9) of the cover pages to this Schedule 13D include 1,693,853 shares of Common Stock, over which Mr. Hamamoto has sole dispositive power and sole voting power, and 594,237 shares of Common Stock, over which Mr. Hamamoto only has sole dispositive power but no voting power, which represent Mr. Hamamoto’s beneficial ownership of 283,326 vested stock options, 310,572 vested LTIP units convertible into Common Stock and 339 vested restricted stock units representing Common Stock. The 1,693,853 shares of Common Stock over which Mr. Hamamoto has sole voting power are reported in row (7) of the cover pages to this Schedule 13D.

The 459,688 non-voting units over which Mr. Hamamoto is deemed to have shared dispositive power, as reported in row (10) of the cover pages to this Schedule 13D, represent Mr. Hamamoto’s portion (through DTH Holdings LLC) of the 954,065 non-voting units currently held by Residual Hotel Interest LLC, an indirect subsidiary of NorthStar LP. Mr. Hamamoto disclaims beneficial ownership of the shares of Common Stock that may be issued in redemption of the non-voting units.

CUSIP No.		61748W108		Page		4		of		5

Of the 1,693,853 shares of Common Stock, reported in row (7) of the cover pages to this Schedule 13D, over which Mr. Hamamoto has sole voting power and sole dispositive power, 1,479,853 shares of Common Stock are beneficially owned by Mr. Hamamoto through DTH Holdings LLC, Hilo and Kona. DTH Holdings LLC directly beneficially owns 881,991 shares of Common Stock, Hilo owns 94,498 shares of Common Stock, which DTH Holdings LLC is deemed to beneficially own as controlling member of Hilo, and Kona owns 503,364 shares of Common Stock, which DTH Holdings LLC is deemed to beneficially own as controlling member of Kona.

In addition, of the 1,693,853 shares of Common Stock, reported in row (7) of the cover pages to this Schedule 13D, over which Mr. Hamamoto has sole voting power and sole dispositive power, 214,000 shares of Common Stock are directly beneficially owned by Mr. Hamamoto and were purchased in open market transactions.

None of the shares of Common Stock reported in rows (11) and (13) of the cover pages to this Schedule 13D are shares as to which there is a right to acquire exercisable within 60 days, except as set forth in the paragraphs above with respect to that portion of the stock options and LTIP units that vest in the next 60 days.

The Reporting Person did not beneficially own any shares of Common Stock as of November 12, 2008, other than as set forth herein.

(b) Rows (7) through (10) of the cover pages to this Schedule 13D set forth (i) the number of shares of Common Stock as to which there is sole power to vote or direct the vote or to dispose or direct the disposition and the number of shares corresponding to that portion of stock options and LTIP units that vest in the next 60 days and (ii) the number of shares of Common Stock as to which there is shared power to vote or direct the vote or to dispose or direct the disposition. The Reporting Person hereby disclaims beneficial ownership of any shares of Common Stock that may be issued in redemption of the units in which the Reporting Person has an indirect economic interest.

(c) Except as reported herein or for the open market purchases by Mr. Hamamoto set forth below, no transactions in the Common Stock were effected by the Reporting Person during the 60 days prior to and including November 12, 2008.

Date		Shares Purchased		Shares Sold		Price
11/07/2008		200,000				$4.46
11/07/2008		105,000				$4.43
11/10/2008		9,000				$4.45
11/12/2008		100,000				$3.21

(d) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person.

(e) Not applicable.

CUSIP No.		61748W108		Page		5		of		5

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2008

 

/s/ David T. Hamamoto
David T. Hamamoto