SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* STEWART MARTHA (Last) (First) (Middle) 601 WEST 26TH STREET (Street) NEW YORK NY 10001 (City) (State) (Zip)	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) Director X 10% Owner X Officer (give title below) Other (specify below) Chief Editorial/ Content
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2010
	4. 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 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	11/15/2010		S		83,333(1)	D	$4.5146(2)	166,667	I	As General Partner of the Martha Stewart Family Limited Partnership
Class A Common Stock, par value $0.01								10,648	I	As Sole Director of M. Stewart, Inc., the General Partner of Martha Stewart Partners, L.P.
Class A Common Stock, par value $0.01								37,270	I	As a Trustee of the Martha Stewart 2000 Family Trust
Class A Common Stock, par value $0.01								721,112	I	As a Trustee of the Martha and Alexis Stewart Charitable Foundation
Class A Common Stock, par value $0.01								34,916	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)	$5.48							(3)	02/28/2020	Class A Common Stock, par value $0.01	300,000		300,000	D
Stock Options (Right to Buy)	$1.96							(4)	02/28/2019	Class A Common Stock, par value $0.01	850,000		850,000	D
Stock Options (Right to Buy)	$7.04							(5)	03/03/2018	Class A Common Stock, par value $0.01	750,000		750,000	D
Stock Options (Right to Buy)	$15.9							02/15/2006	02/15/2012	Class A Common Stock, par value $0.01	150,000		150,000	D
Class B Common Shares, par value $0.01	(6)							(6)	(6)	Class A Common Stock, par value $0.01	26,317,960		26,317,960	I	As General Partner of the Martha Stewart Family Limited Partnership

1. Name and Address of Reporting Person* STEWART MARTHA (Last) (First) (Middle) 601 WEST 26TH STREET (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner X Officer (give title below) Other (specify below) Chief Editorial/ Content

1. Name and Address of Reporting Person* MARTHA STEWART FAMILY LIMITED PARTNERSHIP (Last) (First) (Middle) 10 NEWTOWN TURNPIKE 2ND FLOOR (Street) WESTPORT CT 06880 (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. This sale was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person(s) on May 13, 2010.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.48 to $4.56 per share. The reporting person(s) undertake to provide to Martha Stewart Living Omnimedia, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2 to this Form 4.

3. This option vests ratably on each of the first, second, third and fourth anniversaries of the date of the grant, which was March 1, 2010.

4. This option vests ratably on each of the first, second, third and fourth anniversaries of the date of the grant, which was March 2, 2009.

5. 33% of this option vested and became exercisable on each of June 15, 2009 and July 15, 2010. 34% will vest and become exercisable on August 15, 2011.

6. Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock at the option of the holder thereof or automatically upon certain transfers. The shares do not have an expiration date.

Remarks:

	/s/ Peter Hurwitz Attorney-in-fact for Martha Stewart, as an individual and as General Partner of the Martha Stewart Family Limited Partnership	11/16/2010
	** 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).
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