SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

STEWART MARTHA

(Last)

(First)

(Middle)

601 WEST 26TH STREET

(Street)

NEW YORK

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01	11/15/2010		G	1,000	D	$0.00	33,916	D
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 Trustee of the Martha Stewart 2000 Family Trust
Class A Common Stock, par value $0.01							721,112	I	As Trustee of the Martha and Alexis Stewart Charitable Foundation
Class A Common Stock, par value $0.01							83,334	I	As General Partner of the Martha Stewart Family Limited Partnership

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$5.48						⁽¹⁾	02/28/2020	Class A Common Stock, par value $0.01	300,000		300,000	D
Stock Options (Right to Buy)	$1.96						⁽²⁾	02/28/2019	Class A Common Stock, par value $0.01	850,000		850,000	D
Stock Options (Right to Buy)	$7.04						⁽³⁾	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	⁽⁴⁾						⁽⁴⁾	⁽⁴⁾	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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock is convertible 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	02/02/2011
	** 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 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).
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