0001209191-14-057175.txt : 20140909 0001209191-14-057175.hdr.sgml : 20140909 20140909200245 ACCESSION NUMBER: 0001209191-14-057175 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140906 FILED AS OF DATE: 20140909 DATE AS OF CHANGE: 20140909 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARTHA STEWART LIVING OMNIMEDIA INC CENTRAL INDEX KEY: 0001091801 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 522187059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 WEST 26TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2128278000 MAIL ADDRESS: STREET 1: 601 WEST 26TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEST KENNETH P CENTRAL INDEX KEY: 0001222272 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15395 FILM NUMBER: 141094385 MAIL ADDRESS: STREET 1: 10 EAST 40TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-09-06 0 0001091801 MARTHA STEWART LIVING OMNIMEDIA INC MSO 0001222272 WEST KENNETH P 601 WEST 26TH STREET 9TH FLOOR NEW YORK NY 10001 0 1 0 0 EVP, Chief Financial Officer Class A Common Stock, par value $0.01 2014-09-06 4 M 0 16667 0.00 A 36186 D Class A Common Stock, par value $0.01 2014-09-06 4 F 0 7136 4.32 D 29050 D Restricted Stock Units 2014-09-06 4 M 0 16667 0.00 D Class A Common Stock, par value $0.01 16667 16666 D Performance Restricted Stock Units 2014-09-07 4 A 0 120000 0.00 A 2017-09-06 Class A Common Stock, par value $0.01 120000 120000 D Performance Stock Options (Right to Buy) 2014-09-07 4 A 0 100000 0.00 A 2024-09-06 Class A Common Stock, par value $0.01 100000 100000 D Restricted Stock Units Class A Common Stock, par value $0.01 30000 30000 D Restricted Stock Units Class A Common Stock, par value $0.01 10000 10000 D Stock Options (Right to Buy) 3.92 2023-12-15 Class A Common Stock, par value $0.01 30000 30000 D Stock Options (Right to Buy) 3.08 2021-09-05 Class A Common Stock, par value $0.01 75000 75000 D Stock Options (Right to Buy) 2.48 2023-09-05 Class A Common Stock, par value $0.01 50000 50000 D Represents the conversion upon vesting of restricted stock units into Class A Common Stock. On September 6, 2011, Mr. West was granted 50,000 restricted stock units, of which 33% vested on September 6, 2014. Represents shares withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Mr. West's restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. On September 6, 2011, Mr. West was granted 50,000 restricted stock units, of which 16,667 vested on each of September 6, 2013 and September 6, 214. The remaining 16,666 restricted stock units will vest on September 6, 2015. On September 7, 2014, the Company and Mr. West entered into an amendment to his employment agreement which extended the term of his employment with the Company to September 7, 2017. Mr. West's previously granted, unvested performance based awards lapsed upon expiration of the original term of his employment agreement. Pursuant to the amendment, Mr. West was granted performance based awards with a performance period reflecting the extended term of his employment. 30,000 of these PRSUs will vest only if the trailing average closing price (the "TACP") of the Company's Class A Common Stock (the "Stock") is at least $5 during any 30 consecutive trading days during the period from 9/7/14 through 9/7/17 (the "Performance Period"). 30,000 of the PRSUs will vest only if the TACP of the Stock is at least $6 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs will vest only if the TACP of the Stock is at least $8 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs will vest only if the TACP of the Stock is at least $10 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs will vest only if the TACP of the Stock is at least $12 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs will vest only if the TACP of the Stock is at least $14 during any 30 consecutive trading days during the Performance Period. 25,000 of the performance options have an exercise price of $6 and will 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 Performance Period. 25,000 of the performance options have an exercise price of $8 and 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 Performance Period. 25,000 of the performance options have an exercise price of $10 and 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. 25,000 of the performance options have an exercise price of $12 and will vest if and only if the trailing average closing price of the Company's Class A Common Stock is at least $12 during any 30 consecutive trading days of the Performance Period. 100% of these restricted stock units will vest on September 6, 2015. 10,000 of these time-vested restricted stock units vested on March 1, 2014. The remaining 10,000 restricted stock units will vest on March 1, 2015. 10,000 of these time-vested options will vest on each of December 16, 2014, December 16, 2015 and December 16, 2016. 25,000 of these time-vested options vested on each of September 6, 2013 and September 6, 2014. The remaining 25,000 of these time-vested options will vest on September 6, 2015. 25,000 of these options vested on March 1, 2014. The remaining 25,000 options will vest on March 1, 2015. /s/ Allison Hoffman Attorney-in-fact for Kenneth P. West 2014-09-09