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* Taitz Daniel M (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) CAO, General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 08/22/2013
	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	08/22/2013		M(1)		16,667	A	(2)	16,667	D
Class A Common Stock, par value $0.01	08/22/2013		F		6,161(3)	D	$2.53	10,506	D
Class A Common Stock, par value $0.01	08/22/2013		M(4)		10,000	A	(2)	20,506	D
Class A Common Stock, par value $0.01	08/22/2013		F		3,696(5)	D	$2.53	16,810	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 Unit	(2)	08/22/2013		M			16,667	(6)	(6)	Class A Common Stock, par value $0.01	16,667	$0.00	33,333	D
Restricted Stock Units	(2)	08/22/2013		M			10,000	(7)	(7)	Class A Common Stock, par value $0.01	10,000	$0.00	20,000	D
Stock Options (Right to Buy)	$3.15							(8)	08/21/2021	Class A Common Stock, par value $0.01	100,000		100,000	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units into Class A Common Stock. On August 22, 2011, the reporting person was granted 50,000 restricted stock units, of which 34% vested on August 22, 2013.

2. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock. The reporting person had vested restricted stock units settled in shares of Class A Common Stock.

3. Represents 6,161 shares of Class A Common Stock withheld to pay applicable withholding taxes in connection with the vesting of 16,667 restricted stock units.

4. Represents the conversion upon vesting of restricted stock units into Class A Common Stock. On August 22, 2012, the reporting person was granted 30,000 restricted stock units, of which one-third vested on August 22, 2013.

5. Represents 3,696 shares of Class A Common Stock withheld to pay applicable withholding taxes in connection with the vesting of 10,000 restricted stock units.

6. On August 22, 2011, the reporting person was granted 50,000 restricted stock units, of which 34% vested on August 22, 2013. The remaining restricted stock units will vest with respect to 34% of the grant on August 22, 2014 and with respect to the remaining 33% of the grant on August 22, 2015.

7. On August 22, 2012, the reporting person was granted 30,000 restricted stock units, of which one-third vested on August 22, 2013. The remaining restricted stock units will vest equally in one-third increments on each of August 22, 2014 and August 22, 2015.

8. 33,334 of these time-vested options vested on August 22, 2013. 33,333 of these time-vested options will vest on each of August 22, 2014 and August 22, 2015.

Remarks:

	/s/Daniel Taitz	08/23/2013
	** 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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