UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Martha Stewart Living Omnimedia, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
573083102
(CUSIP Number)
Allison Hoffman
Martha Stewart Living Omnimedia, Inc.
601 West 26th Street
New York, New York 10001
(212) 827-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. 573083102
| 1 | Names of Reporting Persons
Martha Stewart
I.R.S. Identification Nos. of above persons (entities only):
| |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | Sole Voting Power:
2,094,564 shares of Class A Common Stock (1) | ||||
| 6 | Shared Voting Power:
25,909,674 shares of Class A Common Stock (2) | |||||
| 7 | Sole Dispositive Power:
2,094,564 shares of Class A Common Stock (1) | |||||
| 8 | Shared Dispositive Power:
25,909,674 shares of Class A Common Stock (2) | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person:
28,004,238 shares of Class A Common Stock | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
¨ | |||||
| 11 | Percent of Class Represented by Amount in Row (9):
47.6% (3) | |||||
| 12 | Type of Reporting Person:
IN | |||||
| (1) | Includes (i) 14,748 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) of Martha Stewart Living Omnimedia, Inc. (the “Company”) held directly by the Reporting Person, (ii) 2,050,000 shares of Class A Common Stock which are subject to options exercisable by the Reporting Person, and (iii) 29,816 shares of Class A Common Stock held by the Martha Stewart 1999 Family Trust (the “1999 Trust”), of which the Reporting Person is the sole trustee. |
| (2) | Includes (i) 721,112 shares of Class A Common Stock held by the Martha and Alexis Stewart Charitable Foundation (the “Foundation”), of which the Reporting Person is a co-trustee, (ii) 37,270 shares of Class A Common Stock held by the Martha Stewart 2000 Family Trust (the “2000 Trust”), of which the Reporting Person is a co-trustee, (iii) 166,667 shares of Class A Common Stock all of which are owned by Martha Stewart Family Limited Partnership (“MSFLP”) and indirectly owned by the Reporting Person as the sole general partner of MSFLP, and (iv) 24,984,625 shares of Class B Common Stock, par value $0.01 per share of the Company (the “Class B Common Stock”), each of which is convertible at the option of the holder into one share of Class A Common Stock, and all of which are owned by MSFLP and indirectly owned by the Reporting Person as the sole general partner of MSFLP. |
| (3) | Based upon a total of 31,851,843 shares of Class A Common Stock outstanding as of October 31, 2014, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 and assumes (a) the conversion of 24,984,625 shares of Class B Common Stock and (b) the exercise of options to purchase 2,050,000 shares of Class A Common Stock held by Ms. Stewart, but assumes no other exercises or conversions of any other derivative or convertible securities relating to Class A Common Stock. |
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CUSIP No. 573083102
| 1 | Names of Reporting Persons
The Martha Stewart Family Limited Partnership
I.R.S. Identification Nos. of above persons (entities only):
I.R.S. ID No. 06-1477498 | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Connecticut | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | Sole Voting Power:
0 shares of Class A Common Stock | ||||
| 6 | Shared Voting Power:
24,984,625 shares of Class A Common Stock (4) | |||||
| 7 | Sole Dispositive Power:
0 shares of Class A Common Stock | |||||
| 8 | Shared Dispositive Power:
24,984,625 shares of Class A Common Stock (4) | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person:
24,984,625 shares of Class A Common Stock | |||||
| 10 | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares: (See Item 4)
x | |||||
| 11 | Percent of Class Represented by Amount in Row (9):
44.0% (5) | |||||
| 12 | Type of Reporting Person (See Instructions)
PN | |||||
| (4) | Represents 24,984,625 shares of Class B Common Stock, each of which is convertible at the option of the holder into an equivalent number of shares of Class A Common Stock. |
| (5) | Based upon a total of 31,851,843 shares of Class A Common Stock outstanding as of October 31, 2014, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 and assumes (a) the conversion of 24,984,625 shares of Class B Common Stock and (b) the exercise of options to purchase 2,050,000 shares of Class A Common Stock held by Ms. Stewart, but assumes no other exercises or conversions of any other derivative or convertible securities relating to Class A Common Stock. |
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Item 1.
| (a) | Name of Issuer: |
Martha Stewart Living Omnimedia, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
601 West 26th Street, New York, New York 10001
Item 2.
| (a) | NAME OF PERSONS FILING: |
This Schedule 13G is being filed by and on behalf of the following persons:
| (i) | Martha Stewart; and |
| (ii) | Martha Stewart Family Limited Partnership (“MSFLP”) |
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
601 West 26th Street, New York, New York 10001
| (c) | CITIZENSHIP: |
Martha Stewart is a United States citizen. MSFLP is a limited partnership organized under the laws of the State of Connecticut.
| (d) | TITLE OF CLASS OF SECURITIES: |
Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”)
| (e) | CUSIP NUMBER: |
573083102
| Item 3. | Not applicable as this Schedule is filed pursuant to Rule 13d-1(d) |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
MARTHA STEWART: As of December 31, 2014, the Reporting Person may be deemed to beneficially own 28,004,238 shares of Class A Common Stock. This number includes (i) 14,748 shares of Class A Common Stock held directly by the Reporting Person, (ii) 2,050,000 shares of Class A Common Stock which are subject to options exercisable by the Reporting Person, (iii) 29,816 shares of Class A Common Stock held by the 1999 Trust, of which the Reporting Person is the sole trustee, (iv) 721,112 shares of Class A Common Stock held by the Foundation, of which the Reporting Person is a co-trustee, (v) 37,270 shares of Class A Common Stock held by the 2000 Trust, of which the Reporting Person is a co-trustee, (vi) 166,667 shares of Class A Common Stock all of which are owned by MSFLP and indirectly owned by the Reporting Person as the sole general partner of MSFLP and (vii) 24,984,625 shares of Class B Common Stock, each of which is convertible at the option of the holder into one share of Class A Common Stock, and all of which are owned by MSFLP and indirectly owned by the Reporting Person as the sole general partner of MSFLP.
As of December 31, 2014, the 2,064,748 shares of Class A Common Stock owned directly by Ms. Stewart are subject to a revocable proxy, dated as of October 6, 2004, held by Alexis Stewart. In addition, pursuant to a power of attorney dated October 6, 2004, Ms. Stewart appointed Alexis Stewart as her attorney-in-fact.
MSFLP:24,984,625 shares of Class A Common Stock. This number represents 24,984,625 shares of Class B Common Stock, each of which is convertible at the option of the holder into one share of Class A Common Stock. As of December 31, 2014, the 24,984,625 shares of Class B Common Stock owned directly by MSFLP are subject to a revocable proxy, dated October 6, 2004, held by Alexis Stewart.
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| (b) | Percent of class: |
MARTHA STEWART: 47.6% (assumes (i) the conversion of 24,984,625 shares of Class B Common Stock, each of which is convertible at the option of the holder into one share of Class A Common Stock and (ii) the exercise of 2,050,000 options held by Ms. Stewart, but assumes no other exercises or conversions of any other derivative or convertible securities relating to the Class A Common Stock (calculated based upon a total of 31,851,843 shares of Class A Common Stock outstanding as of October 31, 2014, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014).
MSFLP: 44.0% (assumes the conversion of all 24,984,625 shares of Class B Common Stock, but assumes no other exercises or conversions of any other derivative or convertible securities relating to the Class A Common Stock (calculated based upon a total of 31,851,843 shares of Class A Common Stock outstanding as of October 31, 2014, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014).
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or direct the vote:
MARTHA STEWART: 2,094,564 shares, including (i) 14,748 shares of Class A Common Stock held directly by the Reporting Person, (ii) 2,050,000 shares of Class A Common Stock which are subject to options exercisable by the Reporting Person, and (iii) 29,816 shares of Class A Common Stock held by the 1999 Trust, of which the Reporting Person is the sole trustee.
MSFLP: 0 shares of Class A Common Stock.
(ii) Shared power to vote or to direct the vote:
MARTHA STEWART: Ms. Stewart shares voting power with respect to the 25,909,674 shares of Class A Common Stock as follows: (i) Ms. Stewart, as a co-trustee, shares voting power with Alexis Stewart, a co-trustee, with respect to the 721,112 shares of Class A Common Stock held by the Foundation, (ii) Ms. Stewart, as a co-trustee, shares voting power with Lawrence Shire, a co-trustee, of the 2000 Trust, with respect to the 37,270 shares of Class A Common Stock held by the 2000 Trust, (iii) Ms. Stewart shares voting power with MSFLP with respect to the to the 166,667 shares of Class A Common Stock held indirectly by Ms. Stewart as the sole general partner of MSFLP, and (iv) Ms. Stewart shares voting power with MSFLP with respect to the 25,984,625 shares of Class B Common Stock held indirectly by Ms. Stewart as the sole general partner of MSFLP, each of which is convertible at the option of the holder into one share of Class A Common Stock.
MSFLP: 24,984,625 shares, representing 24,984,625 shares of Class B Common Stock, each of which is convertible at the option of the holder into an equivalent number of shares of Class A Common Stock.
(iii) Sole power to dispose or to direct the disposition:
MARTHA STEWART: 2,094,564 shares, including (i) 14,748 shares of Class A Common Stock held directly by the Reporting Person, (ii) 2,050,000 shares of Class A Common Stock which are subject to options exercisable by the Reporting Person, and (iii) 29,816 shares of Class A Common Stock held by the 1999 Trust, of which the Reporting Person is the sole trustee.
MSFLP: 0 shares of Class A Common Stock.
(iv) Shared power to dispose or to direct the disposition:
MARTHA STEWART: Ms. Stewart shares dispositive power with respect to the 25,909,674 shares of Class A Common Stock as follows: (i) Ms. Stewart, as a co-trustee, shares dispositive power with Alexis Stewart, a co-trustee, with respect to the 721,112 shares of Class A Common Stock held by the Foundation, (ii) Ms. Stewart, as a co-trustee, shares dispositive power with
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Lawrence Shire, a co-trustee, of the 2000 Trust, with respect to the 37,270 shares of Class A Common Stock held by the 2000 Trust, (iii) Ms. Stewart shares dispositive power with MSFLP with respect to the 166,667 shares of Class A Common Stock held indirectly by Ms. Stewart as the sole general partner of MSFLP, and (iv) Ms. Stewart shares dispositive power with MSFLP with respect to the 25,984,625 shares of Class B Common Stock held indirectly by Ms. Stewart as the sole general partner of MSFLP, each of which is convertible at the option of the holder into one share of Class A Common Stock.
MSFLP: 24,984,625 shares, represents 24,984,625 shares of Class B Common Stock, each of which is convertible at the option of the holder into an equivalent number of shares of Class A Common Stock.
Except as provided herein, no person other than each respective owner referred to herein of Class A Common Stock is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Class A Common Stock.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Lawrence Shire and Martha Stewart, as a co-trustees of the 2000 Trust, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 37,270 shares of Class A Common Stock owned by the 2000 Trust. Alexis Stewart and Martha Stewart, as a co-trustees of the Foundation, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 721,112 shares of Class A Common Stock owned by the Foundation.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
By virtue of the relationships described in Item 4(a) above, Ms. Stewart and MSFLP may be deemed to have become members of a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of the Foundation, the 1999 Trust, the 2000 Trust, Alexis Stewart (both as an individual and as a co-trustee of the Foundation) and Lawrence Shire (as a co-trustee of the 2000 Trust), report separately on Schedules 13D.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 17, 2015 | /s/ Martha Stewart | |||||
| Martha Stewart | ||||||
| THE MARTHA STEWART FAMILY LIMITED PARTNERSHIP | ||||||
| By: | /s/ Martha Stewart | |||||
| Martha Stewart | ||||||
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