| 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) 12/09/2009 | ||||||||||||||||||||||||||
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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 | 12/09/2009 | S | 27,724(1) | D | $5.03 | 648,263 | D | |||
| Class A Common Stock, par value $0.01 | 12/10/2009 | S | 690(1) | D | $5.08 | 647,573 | D | |||
| Class A Common Stock, par value $0.01 | 12/11/2009 | S(2) | 20,000 | D | $5.07 | 627,573 | 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 | ||||||||
| Stock Options (Right to Buy) | $1.96 | (3) | 02/28/2019 | Class A Common Stock, par value $0.01 | 550,000 | 550,000 | D | ||||||||
| Stock Options (Right to Buy) | $8.53 | (4) | 09/30/2015 | Class A Common Stock, par value $0.01 | 600,000 | 600,000 | D | ||||||||
| Performance Shares | $0.00 | (5) | 12/31/2012 | Class A Common Stock, par value $0.01 | 200,000 | 200,000 | D | ||||||||
| Stock Options (Right to Buy) | $9.09 | 05/20/2009 | 05/20/2018 | Class A Common Stock, par value $0.01 | 7,500 | 7,500 | D | ||||||||
| Stock Options (Right to Buy) | $18.09 | 05/17/2008 | 05/17/2017 | Class A Common Stock, par value $0.01 | 7,500 | 7,500 | 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 | ||||||||
| Stock Options (Right to Buy) | $20.35 | 09/17/2008 | 10/27/2015 | Class A Common Stock, par value $0.01 | 200,000 | 200,000 | D | ||||||||
| Stock Options (Right to Buy) | $28.55 | 01/24/2007 | 01/24/2015 | Class A Common Stock, par value $0.01 | 200,000 | 200,000 | D | ||||||||
| Stock Options (Right to Buy) | $10.61 | 07/22/2007 | 07/22/2014 | Class A Common Stock, par value $0.01 | 25,000 | 25,000 | D | ||||||||
| Explanation of Responses: |
| 1. A portion of the year end bonus was paid in stock. This number represents the shares sold to pay applicable withholding taxes. |
| 2. This sale was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2009. |
| 3. This option vests ratably on each of the first, second, third and fourth anniversaries of the date of the grant, which was March 2, 2009. |
| 4. 33% of this option vested and became exercisable on October 1, 2009. 33% of this option will vest and become exercisable on October 1, 2010 and 34% of this option will vest and become exercisable on October 1, 2011. |
| 5. 100,000 of the performance shares will vest if and only if the fair market value of the Company's Class A Common Stock is at least $15 on each of the immediately preceding 60 consecutive trading days. 100,000 of the performance shares will vest if and only if the fair market value of the Company's Class A Common Stock is at least $25 on each of the immediately preceding 60 consecutive trading days. |
| Remarks: |
| /s/ Peter Hurwitz Attorney-in-fact for Charles Koppelman | 12/11/2009 | |
| ** 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. | ||