-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J+UDPW3vH3Jtw6sLX77wvV4AaWkJgZcP0wXLZ4q7dlVxLJFPS8KiCz0LERncEg49 5nNQVZoVkVfUWMpYInyt6g== 0000895345-04-000229.txt : 20040331 0000895345-04-000229.hdr.sgml : 20040331 20040331121854 ACCESSION NUMBER: 0000895345-04-000229 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040331 GROUP MEMBERS: MARTHA STEWART FAMILY LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARTHA STEWART LIVING OMNIMEDIA INC CENTRAL INDEX KEY: 0001091801 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 522187059 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57891 FILM NUMBER: 04704542 BUSINESS ADDRESS: STREET 1: 20 WEST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128278000 MAIL ADDRESS: STREET 1: 20 WEST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEWART MARTHA CENTRAL INDEX KEY: 0001103637 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MARTHA STEWART LIVING OMNIMEDIA INC STREET 2: 20 WEST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 MAIL ADDRESS: STREET 1: C/O MARTHA STEWART LIVING OMNIMEDIA INC STREET 2: 20 WEST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 wd13ga-stewart_stewart.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Martha Stewart Living Omnimedia, Inc. (Name of Issuer) - ------------------------------------------------------------------------------- Class A Common Stock, par value $0.01 (Title of Class of Securities) - ------------------------------------------------------------------------------- 573083102 (CUSIP Number) - ------------------------------------------------------------------------------- December 31, 2003 (Date of Event which Requires Filing of this Statement) - ------------------------------------------------------------------------------- Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) * 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 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). CUSIP No. 573083102 13G 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martha Stewart 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 230,100 shares of Class A Common Stock (1) SHARES 6 SHARED VOTING POWER BENEFICIALLY 30,072,975 shares of Class A Common Stock (2) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 230,100 shares of Class A Common Stock (1) PERSON 8 SHARED DISPOSITIVE POWER WITH 30,072,975 shares of Class A Common Stock (2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,303,075 shares of Class A Common Stock (3) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 60.9% (4) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN *SEE INSTRUCTIONS BEFORE FILLING OUT: (1) Includes 5,100 shares of Class A Common Stock, par value $0.01 per share, of Martha Stewart Living Omnimedia, Inc. (the "Company") and 225,000 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), which are subject to options exercisable by Ms. Stewart within 60 days of December 31, 2003. Excludes 75,000 shares of Class A Common Stock subject to options which are not exercisable within 60 days of December 31, 2003. (2) Includes 14,000 shares of Class A Common Stock and 30,058,975 shares of the Company's Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), each of which is convertible at the option of the holder into one share of Class A Common Stock. All these shares are held directly by the Martha Stewart Family Limited Partnership ("MSFLP") and indirectly by Ms. Stewart. Ms. Stewart is the sole general partner of MSFLP. (3) Includes collectively those shares of stock set forth under footnote (1) and (2) above, and excludes those shares excluded under footnote (1) above. (4) Assumes conversion of all shares of Class B Common Stock and the exercise of the 225,000 options exercisable by Ms. Stewart within 60 days of December 31, 2003, but assumes no other exercises or conversions of any other derivative or convertible securities relating to the Company's common stock. CUSIP No. 573083102 13G 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Martha Stewart Family Limited Partnership IRS ID No. 06-1477498 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 5 SOLE VOTING POWER NUMBER OF 0 shares of Class A Common Stock SHARES 6 SHARED VOTING POWER BENEFICIALLY 30,072,975 Shares of Class A Common Stock (5) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 Shares of Class A Common Stock PERSON 8 SHARED DISPOSITIVE POWER WITH 30,072,975 Shares of Class A Common Stock (5) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,072,975 Shares of Class A Common Stock (5) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 60.5% (6) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN *SEE INSTRUCTIONS BEFORE FILLING OUT: (5) Includes 14,000 shares of Class A Common Stock and 30,058,975 shares of Class B Common Stock, each of which is convertible at the option of the holder into an equivalent number of shares of Class A Common Stock. (6) Assumes conversion of all shares of Class B Common Stock, but assumes no other exercises or conversions of any other derivative securities relating to the Company's common stock. ITEM 1.(A) NAME OF ISSUER Martha Stewart Living Omnimedia, Inc. (the "Company") ITEM 1.(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 11 West 42nd Street New York, New York 10036 ITEM 2. (A) NAME OF PERSON FILING This Schedule 13G is being filed by and on behalf of the following persons: (i) Martha Stewart; and (ii) Martha Stewart Family Limited Partnership. ITEM 2. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. 11 West 42nd Street New York, New York 10036 ITEM 2. (C) CITIZENSHIP Martha Stewart is a United States citizen. MSFLP is a limited partnership organized under the laws of the State of Connecticut. ITEM 2. (D) TITLE OF CLASS OF SECURITIES Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") ITEM 2. (E) CUSIP NUMBER. 573083102 ITEM 3. Not applicable as this Schedule is filed pursuant to Rule 13d-1(d). ITEM 4. OWNERSHIP. (a) Amount beneficially owned: MARTHA STEWART: 30,303,075 shares of the Company's common stock. This number includes 230,100 shares of Class A Common Stock owned directly by Ms. Stewart (225,000 of which are subject to options exercisable by Ms. Stewart within 60 days of December 31, 2003), 14,000 shares of Class A Common Stock owned by MSFLP and 30,058,975 shares of the Company's Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), owned by MSFLP, each of which is convertible at the option of the holder into one share of Class A Common Stock. This number excludes 75,000 shares of Class A Common Stock owned by Ms. Stewart subject to options which are not exercisable within 60 days of December 31, 2003. MSLFP: 30,072,975 shares of Class A Common Stock. This number includes 30,058,975 shares of Class B Common Stock, which are convertible at the option of the holder into an equivalent number of shares of Class A Common Stock, and 14,000 shares of Class A Common Stock. (b) Percent of class: MARTHA STEWART: 60.9% (assumes conversion of all shares of Class B Common Stock calculated based on a total of 49,686,621 shares of Class A and Class B Common Stock outstanding (as of December 31, 2003, based on information supplied by the Company)). MSLFP: 60.5% (assumes conversion of all shares of Class B Common Stock calculated based on a total of 49,686,621 shares of Class A and Class B Common Stock outstanding (as of December 31, 2003, based on information supplied by the Company)). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: MARTHA STEWART: 230,100 shares of Class A Common Stock. This number includes 225,000 shares of Class A Common Stock subject to options exercisable by Ms. Stewart within 60 days of December 31, 2003 and 5,100 shares held by Ms. Stewart. MSFLP: 0 shares of Class A Common Stock. (ii) Shared power to vote or to direct the vote: MARTHA STEWART: 30,072,975 shares of Class A Common Stock. This number includes 14,000 shares of Class A Common Stock and 30,058,975 shares of the Class B Common Stock, each of which is convertible at the option of the holder into one share of Class A Common Stock. All these shares are held directly by MSFLP. MSFLP: 30,072,975 shares of Class A Common Stock. This number includes 14,000 shares of Class A Common Stock and 30,058,975 shares of the Class B Common Stock, each of which is convertible at the option of the holder into one share of Class A Common Stock. All these shares are held directly by MSFLP. (iii) Sole power to dispose or to direct the disposition: MARTHA STEWART: 230,100 shares of Class A Common Stock. This number includes 225,000 shares of Class A Common Stock subject to options exercisable by Ms. Stewart within 60 days of December 31, 2003 and 5,100 shares held by Ms. Stewart. MSFLP: 0 shares of Class A Common Stock. (iv) Shared power to dispose or to direct the disposition: MARTHA STEWART: 30,072,975 shares of Class A Common Stock. This number includes 14,000 shares of Class A Common Stock and 30,058,975 shares of the Class B Common Stock, each of which is convertible at the option of the holder into one share of Class A Common Stock. All these shares are held directly by MSFLP. MSFLP: 30,072,975 shares of Class A Common Stock. This number includes 14,000 shares of Class A Common Stock and 30,058,975 shares of the Class B Common Stock, each of which is convertible at the option of the holder into one share of Class A Common Stock. All these shares are held directly by MSFLP. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. Not Applicable. 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: March 31, 2004 /s/ Martha Stewart ---------------------------------------- Martha Stewart THE MARTHA STEWART FAMILY LIMITED PARTNERSHIP By: /s/ Martha Stewart ---------------------------------------- Name: Martha Stewart Title: General Partner -----END PRIVACY-ENHANCED MESSAGE-----