0001209191-15-021626.txt : 20150303 0001209191-15-021626.hdr.sgml : 20150303 20150303175839 ACCESSION NUMBER: 0001209191-15-021626 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150301 FILED AS OF DATE: 20150303 DATE AS OF CHANGE: 20150303 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: 15670848 MAIL ADDRESS: STREET 1: 10 EAST 40TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-03-01 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 2015-03-01 4 M 0 10000 0.00 A 39050 D Class A Common Stock, par value $0.01 2015-03-02 4 F 0 4362 4.78 D 34688 D Restricted Stock Units 2015-03-01 4 M 0 10000 0.00 D Class A Common Stock, par value $0.01 10000 0 D Restricted Stock Units 2015-03-02 4 A 0 20044 0.00 A Class A Common Stock, par value $0.01 20044 20044 D Restricted Stock Units Class A Common Stock, par value $0.01 16666 16666 D Performance Restricted Stock Units 2017-09-06 Class A Common Stock, par value $0.01 120000 120000 D Performance Stock Options (Right to Buy) 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 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 March 1, 2013, Mr. West was granted 20,000 restricted stock units, of which 50% vested on March 1, 2015. 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. 10,000 of these time-vested restricted stock units vested on March 1, 2014. The remaining 10,000 restricted stock units vested on March 1, 2015. In connection with the terms of his employment agreement (which provide that one-third of any bonus received by Mr. West be in the form of restricted stock units), Mr. West was granted restricted stock units as part of his 2014 bonus. 6,681 of these time-vested Restricted Stock Units will vest on each of March 2, 2016 and March 2, 2017. The remaining 6,682 of these time-vested Restricted Stock Units will vest on March 2, 2018. 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. 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 options vested on December 16, 2014. 10,000 of these time-vested options will vest on eaech of 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. These options became fully vested on March 1, 2015 /s/ Allison Hoffman Attorney-in-fact for Kenneth P. West 2015-03-03