| 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) 09/15/2011 | ||||||||||||||||||||||||||
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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 | 09/15/2011 | M | 70,000 | A | $0.00 | 461,080 | D | |||
| Class A Common Stock, par value $0.01 | 09/15/2011 | M | 100,000 | A | $0.00 | 561,080 | D | |||
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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 | ||||||||
| Restricted Stock Unit | (1) | 09/15/2011 | A | 15,151 | 09/15/2012 | 09/15/2012 | Class A Common Stock, par value $0.01 | 15,151 | $0.00 | 15,151 | D | ||||
| Performance Restricted Stock Unit | (1) | 09/15/2011 | A | 100,000 | (2) | 12/31/2012 | Class A Common Stock, par value $0.01 | 100,000 | $0.00 | 100,000 | D | ||||
| Restricted Stock Unit | (3) | 09/15/2011 | M | 70,000 | 09/15/2011 | 09/15/2011 | Class A Common Stock, par value $0.01 | (3) | $0.00 | 0(3) | D | ||||
| Restricted Stock Unit | (3) | 09/15/2011 | M | 100,000 | 09/15/2011 | 09/15/2011 | Class A Common Stock, par value $0.01 | (3) | $0.00 | 0(3) | D | ||||
| Stock Options (Right to Buy) | $3.95 | 09/15/2011 | 02/28/2021 | Class A Common Stock, par value $0.01 | 90,000 | 90,000 | D | ||||||||
| Stock Options (Right to Buy) | $5.48 | (4) | 02/28/2020 | Class A Common Stock, par value $0.01 | 100,000 | 100,000 | D | ||||||||
| Stock Options (Right to Buy) | $1.96 | (5) | 02/28/2019 | Class A Common Stock, par value $0.01 | 550,000 | 550,000 | D | ||||||||
| Stock Options (Right to Buy) | $8.53 | (6) | 09/30/2015 | Class A Common Stock, par value $0.01 | 600,000 | 600,000 | D | ||||||||
| Performance Shares | $0.00 | (7) | 12/31/2012 | Class A Common Stock, par value $0.01 | 200,000 | 200,000 | D | ||||||||
| Stock Options (Right to Buy | $9.09 | 05/20/2009 | 05/20/2018 | Class A Common Stock, par value $0.01 | 7,500 | 7,500 | D | ||||||||
| Stock Options (Right to Buy | $18.09 | 05/17/2008 | 05/17/2017 | Class A Common Stock, par value $0.01 | 7,500 | 7,500 | D | ||||||||
| Stock Options (Right to Buy | $17.31 | 05/17/2007 | 05/17/2016 | Class A Common Stock, par value $0.01 | 7,500 | 7,500 | D | ||||||||
| Stock Options (Right to Buy | $20.35 | 09/17/2008 | 10/27/2015 | Class A Common Stock, par value $0.01 | 200,000 | 200,000 | D | ||||||||
| Stock Options (Right to Buy | $28.55 | 01/24/2007 | 01/24/2015 | Class A Common Stock, par value $0.01 | 200,000 | 200,000 | D | ||||||||
| Stock Options (Right to Buy | $10.61 | 07/22/2007 | 07/22/2014 | Class A Common Stock, par value $0.01 | 25,000 | 25,000 | D | ||||||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| 2. 50,000 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 September 15, 2011 and ending on December 31, 2012 (the "Performance Period"). 50,000 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. |
| 3. Each restricted stock unit represented a contingent right to one share. All were settled in shares of the Company's Class A Common Stock. |
| 4. This option vested as to 25% on the first anniversary of the date of the grant, which was March 1, 2010 and the balance vested on September 15, 2011. |
| 5. This option vested as to 25% on each of the first and second anniversaries of the date of the grant, which was March 2, 2009 and the balance vested on September 15, 2011. |
| 6. 33% of this option vested and became exercisable on each of October 1, 2009 and October 1, 2010 and 34% on September 15, 2011. |
| 7. 100,000 of the performance shares will vest if and only if the fair market value of the Issuer's Class A Common Stock is at least $15 on each of the immediately preceding 60 consecutive trading days. 100,000 of the performance shares will vest if and only if the fair market value of the Issuer's Class A Common Stock is at least $25 on each of the immediately preceding 60 consecutive trading days. |
| Remarks: |
| /s/ Margo Drucker Attorney-in-fact for Charles Koppelman | 09/19/2011 | |
| ** 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). | ||
| 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. | ||