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 |
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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)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/14/2010 | S | 83,333(1) | D | $4.6508(2) | 83,334 | 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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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 $4.61 to $4.73 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 | 12/15/2010 | |
** 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). | ||
** 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. |