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*
(Street)
| 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)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 196,697(1) | D | $0.00 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (2) | 12/04/2015 | D | 600,000(3) | (3) | (3) | Class A Common Stock, par value $0.01 | 600,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (2) | 12/04/2015 | D | 50,000(4) | (4) | (4) | Class A Common Stock, par value $0.01 | 50,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (2) | 12/04/2015 | D | 266,667(4) | (5) | (5) | Class A Common Stock, par value $0.01 | 266,667 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $2.75 | 12/04/2015 | D | 250,000(5) | (5) | (5) | Class A Common Stock, par value $0.01 | 250,000 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $3 | 12/04/2015 | D | 250,000(5) | (5) | (5) | Class A Common Stock, par value $0.01 | 250,000 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $4 | 12/04/2015 | D | 250,000(5) | (5) | (5) | Class A Common Stock, par value $0.01 | 250,000 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $5 | 12/04/2015 | D | 250,000(5) | (5) | (5) | Class A Common Stock, par value $0.01 | 250,000 | $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, Mr. Dienst 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. Upon the effective time of the merger transactions, any outstanding unvested performance restricted stock units were cancelled in exchange for a cash payment of $2,550,000. |
| 4. 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. |
| 5. 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. Mr. Dienst also received an additional $300,000 of Holdings stock in exchange for the cancellation for his options. |
| 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 Attorney-in-fact for Daniel W. Dienst | 12/04/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||