Morgans Hotel (MHGC) SC 13D/A Morgans Hotel / HG Vora Special Opportunities Fund ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Morgans Hotel Group Co.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

617748W108

(CUSIP Number)

Philip Garthe
HG Vora Capital Management, LLC
870 Seventh Avenue, Second Floor
New York, NY 10019

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

Copy to:

Thomas C. Janson
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY 10005
(212) 530-5921

March 24, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o

Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 617748W108 

1	NAMES OF REPORTING PERSONS HG Vora Special Opportunities Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			495,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			495,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			495,000
WITH		10	SHARED DISPOSITIVE POWER
			495,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	495,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.63%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (Cayman Islands exempted company)

CUSIP No. 617748W108 

1	NAMES OF REPORTING PERSONS HG Vora Special Opportunities Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			1,155,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,155,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,155,000
WITH		10	SHARED DISPOSITIVE POWER
			1,155,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,155,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.81%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 617748W108 

1	NAMES OF REPORTING PERSONS HG Vora Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			1,650,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,650,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,650,000
WITH		10	SHARED DISPOSITIVE POWER
			1,650,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,650,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.44%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 617748W108 

1	NAMES OF REPORTING PERSONS Parag Vora
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			1,650,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,650,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,650,000
WITH		10	SHARED DISPOSITIVE POWER
			1,650,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,650,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.44%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Item 1. Security and Issuer.

This Amendment No. 4 to Schedule 13D (“this Schedule 13D”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Morgans Hotel Group Co., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 475 Tenth Avenue, New York, New York 10018.

Item 2. Identity and Background.

This Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2010 (the “Original Schedule 13D”), as subsequently amended by Amendment No. 1 to Schedule 13D filed with the SEC on November 15, 2010 (“Amendment No. 1”), as subsequently amended by Amendment No. 2 to Schedule 13D filed with the SEC on February 14, 2011 (“Amendment No. 2”), as subsequently amended by Amendment No. 3 to Schedule 13D filed with the SEC on February 17, 2011 (“Amendment No. 3”, and with Amendment No.2, Amendment No. 1 and the Original Schedule 13D, the “Previous Schedule 13D”), by (i) HG Vora Special Opportunities Master Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”); (ii) HG Vora Special Opportunities Fund LP, a Delaware limited partnership (the “Domestic Fund” and, together with the Offshore Fund, the “Funds”); (iii) HG Vora Capital Management, LLC, a Delaware limited liability company (the “Manager”), as investment manager of the Offshore Fund and the Domestic Fund; and (iv) Mr. Parag Vora (“Mr. Vora”), as managing member of the Manager, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Morgans Hotel Group Co., a Delaware corporation (the “Issuer”). The foregoing persons are hereinafter collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Except as set forth herein, the Previous Schedule 13D is unmodified.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file jointly (the “Joint Filing Agreement”) is attached hereto asExhibit 1.

All voting and dispositive decisions for the Offshore Fund and the Domestic Fund have been delegated to the Manager. In such capacity, the Manager may be deemed to beneficially own the securities directly owned by the Funds. Mr. Vora is the managing member of the Manager. As such, Mr. Vora may be deemed to beneficially own the securities reported herein. Neither the Manager nor Mr. Vora directly own any shares of Common Stock. The Manager and Mr. Vora expressly disclaim beneficial ownership of the securities reported in this Schedule 13D.

Item 3. Source and Amount of Funds and Other Consideration.

The Funds have acquired beneficial ownership of an aggregate of 1,650,000 shares of Common Stock for $8,815,781 using either working capital from the Funds or the proceeds of sales of Common Stock or margin loans under margin loan facilities maintained in the ordinary course of business by the Funds with a broker on customary terms and conditions. This amount is exclusive of commissions and takes into account the cost of all shares disclosed as beneficially owned in this Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Items 5(a) — (c) of the Previous Schedule 13D are hereby amended and restated as follows:

(a) and (b). Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2.

1.	Offshore Fund — 495,000 shares of Common Stock, which represents 1.63% of the Issuer’s outstanding Common Stock.
2.	Domestic Fund — 1,155,000 shares of Common Stock, which represents 3.81% of the Issuer’s outstanding Common Stock.
3.	Manager — 1,650,000 shares of Common Stock, which represents 5.44% of the Issuer’s outstanding Common Stock.
4.	Parag Vora — 1,650,000 shares of Common Stock, which represents 5.44% of the Issuer’s outstanding Common Stock.

All percentages set forth in this Schedule 13D are based upon the Issuer’s reported 30,311,503 outstanding shares of Common Stock as of March 15, 2011, as reported in the Issuer’s Form 10-K for the annual period ended December 31, 2010.

(c). Since the filing of Amendment No. 2, the following describes the Reporting Persons’ purchase and sale activity in shares of Common Stock in the open market:

HG Vora Special Opportunities Master Fund, LTD

Trading History since the filing of Amendment No. 2

				Avg. Price of
	Shares			Shares
	Purchased			Purchased or
Trade Date	/(Sold)			Sold
22-Feb-11		780		$	9.4000
22-Feb-11		(3,360	)	$	9.8033
23-Feb-11		12,360		$	8.9840
24-Feb-11		1,740		$	8.8778
25-Feb-11		(74,130	)	$	9.0874
28-Feb-11		7,530		$	8.8223
2-Mar-11		7,500		$	8.3500
7-Mar-11		1,500		$	8.3939
8-Mar-11		(3,000	)	$	8.5825
9-Mar-11		360		$	8.3500
9-Mar-11		(2,760	)	$	8.5865
10-Mar-11		(570	)	$	8.5000
11-Mar-11		30		$	8.2500
14-Mar-11		1,440		$	8.1800
15-Mar-11		(9,000	)	$	8.1817
16-Mar-11		480		$	8.1189
17-Mar-11		(3,480	)	$	8.4501
18-Mar-11		(15,000	)	$	8.7717
21-Mar-11		(12,630	)	$	9.4945
22-Mar-11		510		$	9.2500
22-Mar-11		(750	)	$	9.6002
23-Mar-11		(16,350	)	$	9.6837
24-Mar-11		(8,280	)	$	9.5585

HG Vora Special Opportunities Fund LP

Trading History since the filing of Amendment No. 2

				Avg. Price of
	Shares			Shares
	Purchased			Purchased or
Trade Date	/(Sold)			Sold
22-Feb-11		1,820		$	9.4000
22-Feb-11		(1,820	)	$	9.8033
23-Feb-11		28,840		$	8.9840
24-Feb-11		4,060		$	8.8778
25-Feb-11		(172,970	)	$	9.0874
28-Feb-11		17,570		$	8.8223
2-Mar-11		17,500		$	8.3500
7-Mar-11		3,500		$	8.3939
8-Mar-11		(7,000	)	$	8.5825
9-Mar-11		840		$	8.3500
9-Mar-11		(6,440	)	$	8.5865
10-Mar-11		(1,330	)	$	8.5000
11-Mar-11		70		$	8.2500
14-Mar-11		3,360		$	8.1800
15-Mar-11		(21,000	)	$	8.1817
16-Mar-11		1,120		$	8.1189
17-Mar-11		(8,120	)	$	8.4501
18-Mar-11		(35,000	)	$	8.7717
21-Mar-11		(29,470	)	$	9.4945
22-Mar-11		1,190		$	9.2500
22-Mar-11		(1,750	)	$	9.6002
23-Mar-11		(38,150	)	$	9.6837
24-Mar-11		(19,320	)	$	9.5585

(d) and (e). Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Since the filing of Amendment No. 2, the Reporting Persons have written 100 call options over the Common Stock that have an expiration date of March 19, 2011 with a strike price of $10 and 7,500 call options over the Common Stock that have an expiration date of May 21, 2011 with a strike price of $10. All of these options trades were executed on option exchanges at market prices.

SIGNATURE

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.

March 24, 2011

HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ Parag Vora
Name:		Parag Vora
Title:
HG VORA SPECIAL OPPORTUNITIES FUND LP
By:	/s/ Parag Vora
Name:		Parag Vora
Title:
HG VORA CAPITAL MANAGEMENT, LLC
By:	/s/ Parag Vora
Name:		Parag Vora
Title:
/s/ Parag Vora
Parag Vora

Exhibit 1

The undersigned parties hereby agree that this Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Morgans Hotel Group Co., is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.

HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ Parag Vora
Name:		Parag Vora
Title:
HG VORA SPECIAL OPPORTUNITIES FUND LP
By:	/s/ Parag Vora
Name:		Parag Vora
Title:
HG VORA CAPITAL MANAGEMENT, LLC
By:	/s/ Parag Vora
Name:		Parag Vora
Title:
/s/ Parag Vora
Parag Vora