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* Dienst Daniel W (Last) (First) (Middle) 601 W. 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) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/20/2014
	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	05/20/2014		M(1)		24,000	A	$0.00	24,000	D
Class A Common Stock, par value $0.01	05/20/2014		F		9,892	D	$4.43	14,108	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)	05/20/2014		M			24,000	(3)	(3)	Class A Common Stock, par value $0.01	24,000	$0.00	0	D
Restricted Stock Units	(2)							(4)	(4)	Class A Common Stock, par value $0.01	400,000		400,000	D
Performance Restricted Stock Units	(2)							(5)	(5)	Class A Common Stock, par value $0.01	800,000		800,000	D
Stock Options (Right to Buy)	$2.75							(6)	(6)	Class A Common Stock, par value $0.01	250,000		250,000	D
Stock Options (Right to Buy)	$3							(6)	(6)	Class A Common Stock, par value $0.01	250,000		250,000	D
Stock Options (Right to Buy)	$4							(6)	(6)	Class A Common Stock, par value $0.01	250,000		250,000	D
Stock Options (Right to Buy)	$5							(6)	(6)	Class A Common Stock, par value $0.01	250,000		250,000	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units ("RSUs") granted to Mr. Dienst in connection with his election to the Board of Directors of the Company in August 2013.

2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

3. The RSUs vested on the date of the 2014 Annual Meeting of Stockholders.

4. 133,333 of these time-vested Restricted Stock Units will vest on each of December 31, 2014 and December 13, 2015. The remaining 133,334 of these time-vested Restricted Stock Units will vest on December 31, 2016.

5. 200,000 of the performance restricted stock units ("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 period beginning on October 28, 2013 and ending on December 31, 2016 (the "Performance Period"). 200,000 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 $8 during any 30 consecutive trading days during the Performance Period. 200,000 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 $10 during any 30 consecutive trading days during the Performance Period. 200,000 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 $12 during any 30 consecutive trading days during the Performance Period.

6. 83,333 of these options will vest on each of December 31, 2014 and December 31, 2015. The remaining 83,334 of these options will vest on December 31, 2016.

Remarks:

	/s/ Allison Hoffman Attorney-in-fact for Daniel W. Dienst	05/22/2014
	** Signature of Reporting Person	Date
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