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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BURKLE RONALD W (Last) (First) (Middle) C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD (Street) LOS ANGELES CA 90069 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/20/2011	3. Issuer Name and Ticker or Trading Symbol Morgans Hotel Group Co. [ MHGC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	(1)	04/15/2017	Common Stock	7,535,580(2)	$6	I	See footnote and Remarks below.(2)
Warrant (right to buy)	(1)	04/15/2017	Common Stock	4,964,420(3)	$6	I	See footnote and Remarks below.(3)

1. Name and Address of Reporting Person* BURKLE RONALD W (Last) (First) (Middle) C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD (Street) LOS ANGELES CA 90069 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Yucaipa American Alliance Fund II, LLC (Last) (First) (Middle) C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD (Street) LOS ANGELES CA 90069 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* YUCAIPA AMERICAN ALLIANCE FUND II LP (Last) (First) (Middle) C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD (Street) LOS ANGELES CA 90069 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Yucaipa American Alliance (Parallel) Fund II, L.P. (Last) (First) (Middle) C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD (Street) LOS ANGELES CA 90069 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* YUCAIPA AMERICAN MANAGEMENT, LLC (Last) (First) (Middle) C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD (Street) LOS ANGELES CA 90069 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* YUCAIPA AMERICAN FUNDS, LLC (Last) (First) (Middle) C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD (Street) LOS ANGELES CA 90069 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Yucaipa American Alliance Fund II, L.P. ("YAAF II") and Yucaipa American Alliance (Parallel) Fund II, L.P. ("YAAF II Parallel") purchased certain warrants (the "Warrants") to acquire shares of the common stock, par value $0.01 per share ("Common Stock"), of the issuer pursuant to that certain Securities Purchase Agreement, dated as of October 15, 2009, by and among YAAF II, YAAF II Parallel and the issuer, as filed as Exhibit 10.1 to the issuer's current report on Form 8-K filed on October 16, 2009. Exercise of the Warrants is subject to mandatory cashless exercise, which reduces the shares of the issuer's Common Stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuer's Common Stock at the time of such exercise.

2. YAAF II directly holds a warrant to purchase these shares, and has beneficial ownership of 7,535,580 shares of Common Stock through such warrant. Such warrant was previously subject to an exercise cap that limited YAAF II and YAAF II Parallel from exercising the Warrants to the extent that doing so would result in the warrant holders and their affiliates beneficially owning in excess of 9.9% of the issuer's Common Stock. Pursuant to the terms of the Warrants, such exercise cap ceased to be effective upon the issuer's disposition of certain investments that had caused the issuer to be subject to certain gaming laws and regulations.

3. YAAF II Parallel directly holds a warrant to purchase these shares, and has beneficial ownership of 4,964,420 shares of Common Stock through such warrant. Such warrant was previously subject to an exercise cap that limited YAAF II and YAAF II Parallel from exercising the Warrants to the extent that doing so would result in the warrant holders and their affiliates beneficially owning in excess of 9.9% of the issuer's Common Stock. Pursuant to the terms of the Warrants, such exercise cap ceased to be effective upon the issuer's disposition of certain investments that had caused the issuer to be subject to certain gaming laws and regulations..

Remarks:

This Form 3 is jointly filed by (i) Ronald W. Burkle, (ii) Yucaipa American Management, LLC ("Yucaipa American"), (iii) Yucaipa American Funds, LLC ("Yucaipa American Funds"), (iv) Yucaipa American Alliance Fund II, LLC ("YAAF II LLC"), (v) YAAF II, and (vi) YAAF II Parallel. Mr. Burkle is the managing member of Yucaipa American, which is the managing member of Yucaipa American Funds, which is the managing member of YAAF II LLC, which, in turn, is the general partner of each of YAAF II and YAAF II Parallel. Each of Mr. Burkle, Yucaipa American, Yucaipa American Funds, and YAAF II, LLC, by virtue of their direct or indirect control of YAAF II and YAAF II Parallel, may be deemed to beneficially own some or all of the securities reported as being held by YAAF II and YAAF II Parallel. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, YAAF II disclaims beneficial ownership of any securities held directly by YAAF II Parallel, and YAAF II Parallel disclaims beneficial ownership of any securities held directly by YAAF II. This Form 3 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Ronald W. Burkle	03/30/2011
	/s/ Robert P. Bermingham, VP and Secty of each additional reporting person	03/30/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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