Martha Stewart Living Omnimedia Form 4 MARTHA STEWART LIVING OMNIMEDIA / Daniel W Dienst ownership change

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

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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^*

Dienst Daniel W

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2015

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	04/15/2015		M		200,000(1)	A	$0.00	292,481	D
Class A Common Stock, par value $0.01	04/15/2015		F		95,784(2)	D	$5.97	196,697	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
Performance Restricted Stock Units	(3)	04/15/2015		M			200,000(1)	(4)	(4)	Class A Common Stock, par value $0.01	200,000	$0.00	600,000	D
Restricted Stock Units	(3)							(5)	(5)	Class A Common Stock, par value $0.01	50,000		50,000	D
Restricted Stock Units	(3)							(6)	(6)	Class A Common Stock, par value $0.01	266,667		266,667	D
Stock Options (Right to Buy)	$2.75							(7)	(7)	Class A Common Stock, par value $0.01	250,000		250,000	D
Stock Options (Right to Buy)	$3							(7)	(7)	Class A Common Stock, par value $0.01	250,000		250,000	D
Stock Options (Right to Buy)	$4							(7)	(7)	Class A Common Stock, par value $0.01	250,000		250,000	D
Stock Options (Right to Buy)	$5							(7)	(7)	Class A Common Stock, par value $0.01	250,000		250,000	D

Explanation of Responses:

1. Represents the vesting of restricted stock units as a result of the achievement of certain performance criteria.

2. Represents shares withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Mr. Dienst's performance restricted stock units.

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

4. 200,000 of the performance restricted stock units ("PRSU's") 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 period beginning on October 28, 2013 and ending on December 31, 2016 (the "Performance Period"). 200,000 of the PRSU's 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. 200,000 of the PRSU's 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. 200,000 of the PRSU's 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 during the Performance Period.

5. 100% of these time-vested Restricted Stock Units will vest on March 2, 2016.

6. 133,333 of these time-vested Restricted Stock Units vested on December 31, 2014. 133,333 of these time-vested Restricted Stock Units will vest on December 13, 2015 and the remaining 133,334 of these time-vested Restricted Stock Units will vest on December 31, 2016.

7. 83,333 of these options vested on December 31, 2014. 83,333 of these options will vest on December 31, 2015 and the remaining 83,334 of these options will vest on December 31, 2016.

Remarks:

	/s/ Allison Hoffman Attorney-in-fact for Daniel W. Dienst	04/17/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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