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* Hoffman Allison C (Last) (First) (Middle) 601 W. 26TH STREET (Street) NEW YORK NY 10001 (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) Director 10% Owner X Officer (give title below) Other (specify below) EVP, General Counsel and Secy
	3. Date of Earliest Transaction (Month/Day/Year) 12/04/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01	12/04/2015		D		23,512(1)	D	$0.00	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	12/04/2015		D			10,000(3)	(3)	(3)	Class A Common Stock, par value $0.01	10,000	$0.00	0	D
Performance Restricted Stock Units	(2)	12/04/2015		D			40,000(4)	(4)	(4)	Class A Common Stock, par value $0.01	40,000	$0.00	0	D
Performance Restricted Stock Units	(2)	12/04/2015		D			20,000(4)	(4)	(4)	Class A Common Stock, par value $0.01	20,000	$0.00	0	D
Performance Stock Options (Right to Buy)	(5)	12/04/2015		D			40,000(5)	(5)	(5)	Class A Common Stock, par value $0.01	40,000	$0.00	0	D
Stock Options (Right to Buy)	$2.32	12/04/2015		D			60,000(6)	(6)	(6)	Class A Common Stock, par value $0.01	60,000	$0.00	0	D

Explanation of Responses:

1. 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, Ms. Hoffman was entitled to receive merger consideration valued at $6.15 per share.

2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

3. Pursuant to the transactions contemplated under 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.

4. Upon the effective time of the merger transactions, any outstanding unvested performance restricted stock units were cancelled in exchange for a cash payment of $240,000.

5. Upon the effective time of the merger transactions, any outstanding unvested performance options were cancelled in exchange for a cash payment of $16,600 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.

6. 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.

Remarks:

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	12/04/2015
	** Signature of Reporting Person	Date
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