FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
MARTHA STEWART LIVING OMNIMEDIA INC [ MSO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock, par value $0.01 | 02/27/2007 | A | 6,053(1) | A | (1) | 157,031 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Right to Buy) | $8.97 | (2) | 06/21/2014 | Class A Common Stock, par value $0.01 | 25,000 | 25,000 | D | ||||||||
Stock Options (Right to Buy) | $18.57 | (3) | 11/11/2014 | Class A Common Stock, par value $0.01 | 400,000 | 400,000 | D |
Explanation of Responses: |
1. Reporting person elected to convert $100,000 of annual cash bonus into restricted stock units representing $115,000 of value, or 115% of the converted portion, pursuant to the Company's Bonus Conversion Policy. Based on a per share value of $19.00, the closing price on the business day immediately preceding the date of adoption of the Policy, 6,053 restricted stock units were granted. Assuming continued employment, 33% of the 15% premium represented by these restricted stock units will vest on each of February 22, 2008 and February 22, 2009, and 34% will vest on February 22, 2010, and the shares underlying the total restricted stock unit award will be delivered in the same increments. In the event employment is terminated, the unvested shares representing the 15% premium will be forfeited and the remainder of the underlying shares will be delivered. |
2. 8,333 of these options vested and became exercisable on 6/21/05. 8,333 of these options vested and became exercisable on 6/21/06, and 8,334 will vest and become exercisable on 6/21/07. |
3. The reporting person was granted 400,000 options to purchase stock pursuant to a stock option agreement under the Issuer's 1999 Stock Incentive Plan. On November 11, 2005, 133,333 options vested and became exercisable. On November 11, 2006, 133,333 options vested and became exercisable. 133,334 will vest and become exercisable on November 11, 2007. |
Remarks: |
/s/ John R. Cuti, Attorney-in-Fact for Susan M. Lyne | 02/28/2007 | |
** 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 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |