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
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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*
WEST KENNETH P
(Last) (First) (Middle)
601 WEST 26TH STREET
9TH FLOOR
(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 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2014
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 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 03/03/2014 M(1) 10,000 A $0.00 19,519 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
Restricted Stock Units (2) 03/03/2014 M 10,000 (3) (3) Class A Common Stock, par value $0.01 10,000 $0.00 10,000 D
Restricted Stock Units (2) (4) (4) Class A Common Stock, par value $0.01 30,000 30,000 D
Performance Restricted Stock Units (2) (5) 09/06/2014 Class A Common Stock, par value $0.01 30,000 30,000 D
Stock Options (Right to Buy) $3.92 (6) 12/15/2023 Class A Common Stock, par value $0.01 30,000 30,000 D
Restricted Stock Units (2) (7) (7) Class A Common Stock, par value $0.01 33,333 33,333 D
Stock Options (Right to Buy) $3.08 (8) 09/05/2021 Class A Common Stock, par value $0.01 75,000 75,000 D
Performance Restricted Stock Units (2) (9) 09/06/2014 Class A Common Stock, par value $0.01 60,000 60,000 D
Performance Stock Options (Right to Buy) (10) (10) 09/05/2021 Class A Common Stock, par value $0.01 100,000 100,000 D
Performance Restricted Stock Units (2) (11) 09/06/2014 Class A Common Stock, par value $0.01 20,000 20,000 D
Stock Options (Right to Buy) $2.48 (12) 09/05/2023 Class A Common Stock, par value $0.01 50,000 50,000 D
Explanation of Responses:
1. Represents the conversion upon vesting of restricted stock units into Class A Common Stock. On March 1, 2013, the reporting person was granted 20,000 restricted stock units, of which 10,000 restricted stock units vested on March 1, 2014.
2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
3. 10,000 of these time-vested restricted stock units vested on March 1, 2014. The remaining 10,000 restricted stock units will vest on March 1, 2015.
4. 100% of these restricted stock units will vest on September 6, 2015.
5. 100% of these performance restricted stock units ("PRSUs") will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $5 during any 30 consecutive trading days beginning on December 16, 2013 and ending on September 6, 2014.
6. 10,000 of these time-vested options will vest on each of December 16, 2014, December 16, 2015 and December 16, 2016.
7. On September 6, 2011, the reporting person was granted 50,000 restricted stock units, of which 16,667 vested on September 6, 2013. The remaining restricted stock units will vest with respect to 16,667 restricted stock units on September 6, 2014 and with respect to the remaining 16,666 restricted stock units on September 6, 2015.
8. 25,000 of these time-vested options vested on September 6, 2013. 25,000 of these time-vested options will vest on each of September 6, 2014 and September 6, 2015.
9. 15,000 of these PRSUs will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $8 during any 30 consecutive trading days during the period beginning on September 6, 2011 and ending on September 6, 2014 (the "Performance Period"). 15,000 of the PRSUs will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $10 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $12 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $14 during any 30 consecutive trading days during the Performance Period.
10. 25,000 of the performance options have an exercise price of $6 and will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $6 during any 30 consecutive trading days during the Performance Period. 25,000 of the performance options have an exercise price of $8 and will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $8 during any 30 consecutive trading days during the Performance Period. 25,000 of the performance options have an exercise price of $10 and will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $10 during any 30 consecutive trading days during the Performance Period. 25,000 of the performance options have an exercise price of $12 and will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $12 during any 30 consecutive trading days of the Performance Period.
11. 100% of the PRSU's will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $6 during any 30 consecutive trading days during the Performance Period.
12. 25,000 of these options vested on March 1, 2014. The remaining 25,000 options will vest on March 1, 2015.
Remarks:
/s/ Allison Hoffman Attorney-in-fact for Kenneth P. West 03/05/2014
** 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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