0001209191-15-083493.txt : 20151204 0001209191-15-083493.hdr.sgml : 20151204 20151204142907 ACCESSION NUMBER: 0001209191-15-083493 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151204 FILED AS OF DATE: 20151204 DATE AS OF CHANGE: 20151204 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: 151269743 MAIL ADDRESS: STREET 1: 10 EAST 40TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-04 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 2015-12-04 4 D 0 93761 0.00 D 0 D Performance Restricted Stock Units 2015-12-04 4 D 0 90000 0.00 D Class A Common Stock, par value $0.01 90000 0 D Performance Restricted Stock Units 2015-12-04 4 D 0 60000 0.00 D Class A Common Stock, par value $0.01 60000 0 D Restricted Stock Units 2015-12-04 4 D 0 20044 0.00 D Class A Common Stock, par value $0.01 20044 0 D Performance Stock Options (Right to Buy) 2015-12-04 4 D 0 100000 0.00 D Class A Common Stock, par value $0.01 100000 0 D Stock Options (Right to Buy) 3.08 2015-12-04 4 D 0 75000 0.00 D Class A Common Stock, par value $0.01 75000 0 D Stock Options (Right to Buy) 3.92 2015-12-04 4 D 0 30000 0.00 D Class A Common Stock, par value $0.01 30000 0 D Stock Options (Right to Buy) 2.48 2015-12-04 4 D 0 50000 0.00 D Class A Common Stock, par value $0.01 50000 0 D Disposed pursuant to the transactions contemplated under the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among Sequential Brands Group, Inc. ("Sequential"), Martha Stewart Living Omnimedia, Inc. (the "Company"), Singer Madeline Holdings, Inc. (which was renamed Sequential Brands Group, Inc. and is the successor issuer to Sequential and the Company as of the effective time)("Holdings"), Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"). In accordance with the Merger Agreement and the transactions contemplated therein, at the effective time of the merger transactions, Mr. West was entitled to receive merger consideration valued at $6.15 per share. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Upon the effective time of the merger transactions, any outstanding unvested performance restricted stock units were cancelled in exchange for a cash payment of $204,000. Pursuant to the Merger Agreement, these restricted stock units were cancelled and converted into a right to receive a cash payment of $6.15 per share of Class A Common Stock subject to the restricted stock unit. Upon the effective time of the merger transactions, any outstanding unvested performance options were cancelled in exchange for a cash payment of $49,750 and any vested performance options were cancelled in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $6.15 per share. Pursuant to the transactions contemplated under the Merger Agreement, these options were cancelled in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $6.15 per share. The disposition of the referenced securities of the Company by the reporting person was made as a result of the business combination of the Company and Sequential Brands Group, Inc. with and into wholly owned subsidiaries of Holdings, Singer Merger Sub, Inc. and Madeline Merger Sub, Inc., respectively, which mergers were consummated on December 4, 2015. As a result of such mergers the Company ceased to be a publicly traded company with Holdings becoming the successor issuer to both the Company and Sequential Brands Group, Inc. The disposition of all such securities by the reporting person was approved and exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. /s/ Allison Hoffman Attorney-in-fact for Kenneth P. West 2015-12-04