Statement of Ownership (sc 13g)
September 30 2016 - 5:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. )
MORGANS HOTEL GROUP CO.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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61748W108
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(CUSIP Number)
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September 20, 2016
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒Rule 13d-1(c)
☐ Rule 13d-1(d)
The information required in 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).
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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MMCAP International Inc. SPC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,814,857
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,814,857
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,814,857
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.2039%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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MM Asset Management Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,814,857
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,814,857
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,814,857
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.2039%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 1(a).
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Name of Issuer:
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Morgans Hotel Group Co.
Item 1(b).
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Address of Issuer's Principal Executive Offices:
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475 Tenth Avenue
New York, New York
Item 2(a).
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Name of Person Filing:
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i)
MMCAP International Inc. SPC
ii)
MM Asset Management Inc.
Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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i)
P.O. Box 259
George Town Financial Centre
90 Fort Street
Grand Cayman, Cayman Islands KY1-1104
ii)
66 Wellington Street West, Suite 2707
Toronto, Ontario Canada M5K 1H6
i)
Cayman Islands
ii)
Ontario, Canada
Item 2(d).
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Title of Class of Securities:
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61748W108
Item 3.
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If this statement is filed pursuant to Rules 13d1(b), or 13d-2(b) or (c), check whether the person filing is:
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(a)
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☐
Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
Investment company registered under Section 8 of the Investment Company Act;
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(e)
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☐
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
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☒ If this statement is filed pursuant to Rule 13d-1(c), check this box.
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(a)
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Amount beneficially owned: 1,814,857
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(b)
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Percent of class: 5.2039%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 1,814,857
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 1,814,857
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
☐
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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N/A
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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N/A
Item 8.
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Identification and Classification of Members of the Group.
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N/A
Item 9.
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Notice of Dissolution of Group.
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N/A
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Dated: September 30
, 2016
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MMCAP International Inc. SPC
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By:
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/s/ Matthew MacIsaac
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Name: Matthew MacIsaac
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Title: Director
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MM Asset Management Inc.
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By:
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/s/ Hillel Meltz
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Name: Hillel Meltz
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Title: President
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