X0306 4 2015-04-15 0 0001091801 MARTHA STEWART LIVING OMNIMEDIA INC MSO 0001564521 Hoffman Allison C 601 W. 26TH STREET NEW YORK NY 10001 0 1 0 0 EVP, General Counsel and Secy Class A Common Stock, par value $0.01 2015-04-15 4 M 0 20000 0.00 A 25878 D Class A Common Stock, par value $0.01 2015-04-15 4 F 0 8244 5.97 D 17634 D Performance Restricted Stock Units 2015-04-15 4 M 0 20000 0.00 D Class A Common Stock, par value $0.01 20000 40000 D Performance Restricted Stock Units Class A Common Stock, par value $0.01 20000 20000 D Performance Stock Options (Right to Buy) Class A Common Stock, par value $0.01 40000 40000 D Restricted Stock Units Class A Common Stock, par value $0.01 20000 20000 D Stock Options (Right to Buy) 2.32 Class A Common Stock, par value $0.01 60000 60000 D Represents the vesting of restricted stock units as a result of the achievement of certain performance criteria. Represents shares withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Ms. Hoffman's performance restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. 20,000 of these PRSUs 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 July 1, 2013 and ending on July 1, 2016 (the "Performance Period"). 20,000 of the PRSU's 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. 20,000 of the PRSU's 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. 10,000 of these 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 $8 during any 30 consecutive trading days during the period beginning on September 2, 2014 and ending on September 2, 2017 (the "Performance Period"). 10,000 of these 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. 10,000 of these performance options have an exercise price of $5 and vest if and only if the trailing average closing price (the "TACP") of the Company's Class A Common Stock is at least $5 during any 30 consecutive trading days during the period beginning on 9/2/14 and ending 9/2/17 (the "Performance Period"). 10,000 of these performance options have an exercise price of $6 and vest if and only if the TACP of the Company's Class A Common Stock is at least $6 during any 30 consecutive trading days during the Performance Period. 10,000 of these performance options have an exercise price of $8 and vest if and only if the TACP of the Company's Class A Common Stock is at least $8 during any 30 consecutive trading days during the Performance Period. 10,000 of these performance options have an exercise price of $10 and vest if and only if the TACP of the Company's Class A Common Stock is at least $10 during any 30 consecutive trading days during the Performance Period. Ms. Hoffman has vested in 20,000 performance options as a result of the achievement of certain performance criteria. 10,000 of these time-vested restricted stock units vested on July 1, 2014. 10,000 of these time-vested restricted stock units will vest on each of July 1, 2015 and July 1, 2016. 20,000 of these time-vested options vested on July 1, 2014. 20,000 of these time-vested options will vest on each of July 1, 2015 and July 1, 2016. /s/ Allison Hoffman 2015-04-17