| 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) 12/31/2013 | ||||||||||||||||||||||||||
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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 | 12/31/2013 | M(1) | 16,667(2) | A | $0.00 | 33,477 | D | |||
| Class A Common Stock, par value $0.01 | 12/31/2013 | F | 6,161(3) | D | $4.2 | 27,316 | D | |||
| Class A Common Stock, par value $0.01 | 12/31/2013 | M(1) | 10,000(4) | A | $0.00 | 37,316 | D | |||
| Class A Common Stock, par value $0.01 | 12/31/2013 | F | 3,696(5) | D | $4.2 | 33,620 | D | |||
| Class A Common Stock, par value $0.01 | 12/31/2013 | M(1) | 20,000(6) | A | $0.00 | 53,620 | D | |||
| Class A Common Stock, par value $0.01 | 12/31/2013 | F | 7,394(7) | D | $4.2 | 46,226 | 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 | (8) | 12/31/2013 | M | 33,333 | (9) | (9) | Class A Common Stock, par value $0.01 | 33,333 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (8) | 12/31/2013 | M | 20,000 | (10) | (10) | Class A Common Stock, par value $0.01 | 20,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (8) | 12/31/2013 | M | 20,000 | (11) | (11) | Class A Common Stock, par value $0.01 | 20,000 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $3.15 | 12/31/2013 | M | 33,333 | (12) | 03/31/2013 | Class A Common Stock, par value $0.01 | 33,333 | $0.00 | 66,667(13) | D | ||||
| Stock Options (Right to Buy) | $2.48 | (14) | 03/31/2013 | Class A Common Stock, par value $0.01 | 50,000 | 50,000 | D | ||||||||
| Performance Restricted Stock Units | (8) | 12/31/2013 | M | 120,000 | (15) | (15) | Class A Common Stock, par value $0.01 | 120,000 | $0.00 | 0 | D | ||||
| Performance Stock Options (Right to Buy) | (16) | 12/31/2013 | M | 200,000 | (16) | (16) | Class A Common Stock, par value $0.01 | 200,000 | $0.00 | 0 | D | ||||
| Performance Restricted Stock Units | (8) | 12/31/2013 | M | 20,000 | (17) | (17) | Class A Common Stock, par value $0.01 | 20,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the conversion upon vesting of restricted stock units into Class A Common Stock. |
| 2. In accordance with Mr. Taitz's employment agreement, dated August 22, 2011, as amended (the "Employment Agreement"), restricted stock units that had a vesting date within twelve months of the termination of Mr. Taitz's employment on December 31, 2013 (the "Termination Date"), vested on December 31, 2013. |
| 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. In accordance with Mr. Taitz's Employment Agreement, restricted stock units that had a vesting date within twelve months of Mr. Taitz's Termination Date, vested on December 31, 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. In accordance with Mr. Taitz's Restricted Stock Unit Agreement, dated as of March 1, 2013 (the "March RSU Agreement"), all restricted stock units granted pursuant to the March RSU Agreement and unvested as of the Termination Date, vested on December 31, 2013. |
| 7. Represents 7,394 shares of Class A Common Stock withheld to pay applicable withholding taxes in connection with the vesting of 20,000 restricted stock units. |
| 8. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| 9. In accordance with Mr. Taitz's Employment Agreement, restricted stock units that had a vesting date within twelve months of Mr. Taitz's Termination Date, vested on December 31, 2013. Accordingly, 16,667 RSUs vested on December 31, 2013 and 16,666 were forfeited. |
| 10. In accordance with Mr. Taitz's Employment Agreement, RSUs that had a vesting date within twelve months of Mr. Taitz's Termination Date, vested on December 31, 2013. Accordingly, 10,000 RSUs vested on December 31, 2013 and 10,000 were forfeited. |
| 11. In accordance with Mr. Taitz's March RSU Agreement, all restricted stock units granted pursuant to the March RSU Agreement and unvested as of the Termination Date, vested on December 31, 2013. Accordingly, 20,000 restricted stock units vested on December 31, 2013. |
| 12. In accordance with Mr. Taitz's Employment Agreement, stock options that had a vesting date within twelve months of Mr. Taitz's Termination Date, vested on December 31, 2013. Accordingly, 33,333 stock options vested on December 31, 2013 and 33,333 stock options were forfeited. Mr. Taitz will have three months following the Termination Date to exercise his vested stock options. |
| 13. 33,334 of these stock options previously vested on August 22, 2013. |
| 14. In accordance with Mr. Taitz's Stock Option Agreement, dated as of March 1, 2013 (the "March Option Agreement"), all stock options granted pursuant to the March Option Agreement and unvested as of the Termination Date, vested on December 31, 2013. Accordingly, 50,000 options vested on December 31, 2013. Mr. Taitz will have three months following the Termination Date to exercise his vested stock options. |
| 15. In accordance with Mr. Taitz's Employment Agreement, performance restricted stock units that did not meet the performance targets were forfeited as of the Termination Date. |
| 16. In accordance with Mr. Taitz's Employment Agreement, performance stock options that did not meet the performance targets were forfeited as of the Termination Date. |
| 17. In accordance with Mr. Taitz's Performance Restricted Stock Units Agreement, dated as of March 1, 2013, performance restricted stock units that did not meet the performance targets were forfeited as of the Termination Date. |
| Remarks: |
| /s/Allison Hoffman Attorney-in-fact for Daniel Taitz | 01/03/2014 | |
| ** 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). | ||
| 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. | ||