Martha Stewart Living Omnimedia Form 4 MARTHA STEWART LIVING OMNIMEDIA / KENNETH P WEST 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^*

WEST KENNETH P

(Last) (First) (Middle)

601 WEST 26TH STREET

9TH FLOOR

(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, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2015

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	09/06/2015		M		30,000	A	$0.00	96,903	D
Class A Common Stock, par value $0.01	09/08/2015		F		12,652(1)	D	$6.11	84,251	D
Class A Common Stock, par value $0.01	09/06/2015		M		16,666	A	$0.00	100,917	D
Class A Common Stock, par value $0.01	09/08/2015		F		7,156(1)	D	$6.11	93,761	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)	09/06/2015		M		16,666		(3)	(3)	Class A Common Stock, par value $0.01	16,666	$0.00	0	D
Restricted Stock Units	(2)	09/06/2015		M		30,000		(4)	(4)	Class A Common Stock, par value $0.01	30,000	$0.00	0	D
Performance Restricted Stock Units	(2)							(5)	09/06/2017	Class A Common Stock, par value $0.01	90,000		90,000	D
Performance Restricted Stock Units	(2)							(5)	09/06/2017	Class A Common Stock, par value $0.01	60,000		60,000	D
Restricted Stock Units	(2)							(6)	(6)	Class A Common Stock, par value $0.01	20,044		20,044	D
Performance Stock Options (Right to Buy)	(7)							(7)(8)	09/06/2024	Class A Common Stock, par value $0.01	100,000		100,000	D
Stock Options (Right to Buy)	$3.08							(9)	09/05/2021	Class A Common Stock, par value $0.01	75,000		75,000	D
Stock Options (Right to Buy)	$3.92							(10)	12/15/2023	Class A Common Stock, par value $0.01	30,000		30,000	D
Stock Options (Right to Buy)	$2.48							(11)	02/28/2023	Class A Common Stock, par value $0.01	50,000		50,000	D

Explanation of Responses:

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

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

3. 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, 2014 and the remaining 16,666 restricted stock units vested on September 6, 2015.

4. 100% of these restricted stock units vested on September 6, 2015.

5. 30,000 of these PRSUs 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 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 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 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 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 vest only if the TACP of the Stock is at least $14 during any 30 consecutive trading days during the Performance Period.

6. 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.

7. 25,000 of the performance options have an exercise price of $6 and 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 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 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 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.

8. Mr. West has vested in 25,000 performance options as a result of the achievement of certain performance criteria.

9. These options became fully vested on September 6, 2015.

10. 10,000 of these time-vested options vested on December 16, 2014. 10,000 of these time-vested options will vest on each of December 16, 2015 and December 16, 2016.

11. These options became fully vested on March 1, 2015

Remarks:

	/s/ Allison Hoffman Attorney-in-fact for Kenneth P. West	09/10/2015
	** 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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