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* Lagani Joseph (Last) (First) (Middle) 601 WEST 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) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief Revenue Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2013
	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	12/31/2013		M(1)		16,667(2)	A	$0.00	27,173	D
Class A Common Stock, par value $0.01	12/31/2013		F		6,161(3)	D	$4.2	21,012	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	(4)	12/31/2013		M			33,333	(5)	(5)	Class A Common Stock, par value $0.01	33,333	$0.00	0	D
Performance Restricted Stock Units	(4)	12/31/2013		M			60,000	(6)	(6)	Class A Common Stock, par value $0.01	60,000	$0.00	0	D
Stock Options (Right to Buy)	$2.9	12/31/2013		M			25,000	(7)	03/31/2013	Class A Common Stock, par value $0.01	25,000	$0.00	50,000(8)	D
Performance Stock Options (Right to Buy)	(9)	12/31/2013		M			125,000	(9)	(9)	Class A Common Stock, par value $0.01	125,000	$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. Lagani's employment agreement, restricted stock units that had a vesting date within twelve months of Mr. Lagani's termination date of December 31, 2013 (the "Termination Date"), vested on December 31, 2013.

3. Represents 6,011 shares of Class A Common Stock withheld to pay applicable withholding taxes in connection with the vesting of 16,667 restricted stock units.

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

5. In accordance with Mr. Lagani's employment agreement, RSUs that had a vesting date within twelve months of Mr. Lagani's Termination Date, vested on December 31, 2013. Accordingly, 16,667 RSUs vested on December 31, 2013 and 16,666 RSUs were forfeited.

6. In accordance with Mr. Lagani's employment agreement, performance restricted stock units that did not meet the performance targets were forfeited as of the Termination Date.

7. In accordance with Mr. Lagani's employment agreement, stock options that had a vesting date within twelve months of Mr. Lagani's Termination Date, vested on December 31, 2013. Accordingly, 25,000 stock options vested on December 31, 2013 and 25,000 stock options were forfeited. Mr. Lagani will have three months following his Termination Date to exercise his vested stock options.

8. 25,000 of these stock options previously vested on November 7, 2013.

9. In accordance with Mr. Lagani's employment agreement, performance stock options that did not meet the performance targets were forfeited as of the Termination Date.

Remarks:

	/s/ Allison Hoffman Attorney-in-fact for Joseph Lagani	01/03/2014
	** Signature of Reporting Person	Date
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