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

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^*

KOPPELMAN CHARLES

(Last)

(First)

(Middle)

11 WEST 42ND STREET

(Street)

NEW YORK

10036

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

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2007

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)
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)
Class A Common Stock, par value $0.01	04/02/2007		A		290⁽¹⁾	A	$17.01	502,480	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)
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)
Stock Options (Right to Buy)	$10.61							⁽²⁾	07/22/2014	Class A Common Stock, par value $0.01	25,000		25,000	D
Stock Options (Right to Buy)	$28.55							⁽³⁾	01/24/2015	Class A Common Stock, par value $0.01	200,000		200,000	D
Stock Options (Right to Buy)	$20.35							⁽⁴⁾	10/27/2015	Class A Common Stock, par value $0.01	62,500		62,500	D
Stock Options (Right to Buy)	$17.31							05/17/2007	05/17/2016	Class A Common Stock, par value $0.01	7,500		7,500	D

Explanation of Responses:

1. Represents the 25% of Mr. Koppelman's compensation for services as a director paid out in stock per the Issuer's Non-Employee Director Stock and Option Compensation Plan.

2. This option vested and became exercisable with respect to 8,333 shares on 7/22/05 and vested and become exercisable with respect to 8,333 shares on 7/22/06. 8,334 shares will vest and become excercisable on 7/22/07.

3. This option vested and became exercisable with respect to 100,000 shares on January 24, 2006 and the remaining 100,000 shares on January 24, 2007.

4. On October 27, 2005, Mr. Koppelman was granted an option to purchase 200,000 shares of common stock. The option vests based on the satisfaction of certain performance criteria set forth in a Consulting Agreement between Mr. Koppelman and the Issuer. On October 21, 2005, the Compensation Committee determined that certain performance criteria were met and as a result the option vested and became exercisable with respect to 50,000 shares. On April 17, 2006, the Compensation Committee determined that certain performance criteria were met and as a result the option vested and becamse exercisable with respect to an additional 10,000 shares. On January 30, 2007, the Compensation Committee determined that certain performance criteria were met and as a result the option vested and became exercisable with respect to an additional 2,500 shares.

Remarks:

	/s/ John R. Cuti, Attorney-in-Fact for Charles A. Koppelman	04/03/2007
	** 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.