SEC FORM 4

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

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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^*

UBBEN JEFFREY W

(Last)

(First)

(Middle)

435 PACIFIC AVENUE, FOURTH FLOOR

(Street)

SAN FRANCISCO

94133

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2004		A⁽¹⁾		2,527.78	A	$9	4,230,834.08	D
Common Stock	07/01/2004		J⁽²⁾		2,527.78	D	$0	4,230,834.08	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

UBBEN JEFFREY W

(Last)

(First)

(Middle)

435 PACIFIC AVENUE, FOURTH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VA PARTNERS LLC

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

FOURTH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Received as Jeffrey W. Ubben's compensation for services as chairman of the board and paid in stock pursuant to the Issuer's Non-Employee Director Stock and Option Compensation Plan.

2. Jeffrey W. Ubben transferred the reported stock to ValueAct Capital Partners, L.P., ValueAct Capital Partners II, L.P. and ValueAct Capital International, Ltd. in transactions not involving any consideration.

3. The reported stock is owned directly by ValueAct Capital Partners, L.P., ValueAct Capital Partners II, L.P. and ValueAct Capital International, Ltd. and indirectly by VA Partners, LLC as general partner of ValueAct Capital Partners, L.P. and ValueAct Capital Partners II, L.P. as the investment adviser of ValueAct Capital International, Ltd. Jeffrey W. Ubben is chairman of the board of Martha Stewart Living Omnimedia, Inc. and Managing Member of VA Partners, LLC, the General Partner of ValueAct Capital Partners, L.P. and ValueAct Capital Partners II, L.P. and the investment adviser of ValueAct Capital International, Ltd. Peter H. Kamin and George F. Hamel are Managing Members of VA Partners, LLC, the General Partner of ValueAct Capital Partners, L.P. and ValueAct Capital Partners II, L.P. and investment adviser of ValueAct Capital International, Ltd. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein.

Remarks:

Joint Filer Information Name: ValueAct Capital Partners, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Martha Stewart Living Omnimedia, Inc. (MSO) Date of Event Requiring Statement: July 1, 2004 Name: ValueAct Capital Partners II, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Martha Stewart Living Omnimedia, Inc. (MSO) Date of Event Requiring Statement: July 1, 2004 Name: ValueAct Capital International, Ltd. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Martha Stewart Living Omnimedia, Inc. (MSO) Date of Event Requiring Statement: July 1, 2004 Name: VA Partners, L.L.C. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Martha Stewart Living Omnimedia, Inc. (MSO) Date of Event Requiring Statement: July 1, 2004 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Martha Stewart Living Omnimedia, Inc. (MSO) Date of Event Requiring Statement: July 1, 2004 Name: Peter H. Kamin Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Martha Stewart Living Omnimedia, Inc. (MSO) Date of Event Requiring Statement: July 1, 2004

	By: /s/ Jeffrey W. Ubben	07/06/2004
	VALUEACT CAPITAL PARTNERS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member	07/06/2004
	VALUEACT CAPITAL PARTNERS II, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member	07/06/2004
	VALUEACT CAPITAL INTERNATIONAL, LTD., BY VA PARTNERS, L.L.C., ITS INVESTMENT MANAGER By: /s/ George F. Hamel, Jr. Managing Member	07/06/2004
	VA PARTNERS, L.L.C. By: /s/ George F. Hamel, Jr. Managing Member	07/06/2004
	By: /s/ George F. Hamel, Jr.	07/06/2004
	By: /s/ Peter H. Kamin	07/06/2004
	** 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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