UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9 )*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 on 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 (“Act”) 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).

 

 

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 Martha Stewart as the sole general partner of MSFLP. In addition, the Reporting Person may be deemed to beneficially own 721,112 shares of Class A Common Stock held by the Martha and Alexis Stewart Charitable Foundation (the “Foundation”), for which the Reporting Person is a co-trustee.

(3) Based upon a total of 29,104,023 shares of Class A Common Stock outstanding as of May 4, 2011, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and assumes (i) the conversion of 25,984,625 shares of Class B Common Stock, (ii) the exercise of options to purchase 21,250 shares of Class A Common Stock held by the Reporting Person and (iii) the exercise of options to purchase 1,145,000 shares of Class A Common Stock held by Martha Stewart, but assumes no other exercises or conversions of any other derivative or convertible securities relating to the Class A Common Stock.

SCHEDULE 13D/A

This Amendment No. 9 (“Amendment No. 9”) amends the Statement on Schedule 13D filed on January 26, 2005, as amended by Amendment No. 1 filed on July 6, 2005, Amendment No. 2 filed on August 2, 2005, Amendment No. 3 filed on September 1, 2005, Amendment No. 4 filed on March 16, 2007, Amendment No. 5 filed on January 7, 2009, Amendment No. 6 filed on April 22, 2009, Amendment No. 7 filed on May 19, 2010 and Amendment No. 8 filed on September 17 , 2010 (as amended, the “Schedule 13D”), by and on behalf of Alexis Stewart (the “Reporting Person”).

Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

Item 4.		Purpose of Transaction.

The information set forth in Item 4 of Schedule 13D remains unchanged.

Item 5.		Interest in Securities of the Issuer.

Part (a) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

(a) As of the date hereof, the Reporting Person may be deemed to beneficially own 27,877,192 shares of Class A Common Stock. This number includes (i) 1,105 shares of Class A Common Stock owned by the Reporting Person, (ii) 21,250 shares subject to exercisable options held directly by the Reporting Person, (iii) 721,112 shares of Class A Common Stock held by the Foundation for which the Reporting Person and her mother (Martha Stewart) are co-trustees and share voting power and dispositive power, (iv) 4,100 shares of Class A Common Stock owned by Martha Stewart, (v) options that are exercisable to purchase 1,145,000 shares of Class A Common Stock held by Martha Stewart, and (vi) 25,984,625 shares of the Company’s Class B Common Stock, owned directly by MSFLP and indirectly by Martha 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. The Reporting Person may be deemed to beneficially own the shares referenced in (iv) to (vi) above pursuant to (A) a revocable proxy, dated as of October 6, 2004, whereby Martha Stewart appointed the Reporting Person as her true and lawful proxy, attorney-in-fact and agent with respect to all of the securities of the Company that are owned by Martha Stewart from time to time and a power of attorney, dated as of October 6, 2004, whereby Martha Stewart appointed the Reporting Person as her attorney-in-fact and (B) a revocable proxy, dated as of October 6, 2004, whereby MSFLP appointed the Reporting Person as its true and lawful proxy, attorney-in-fact and agent with respect to all of the securities of the Company that are owned by MSFLP from time to time.

The Reporting Person may be deemed to own an aggregate of 49.6% of the Class A Common Stock, which is calculated based on a total of 29,104,023 shares of Class A Common Stock outstanding as of May 4, 2011, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and assumes (i) the conversion of 25,984,625 shares of Class B Common Stock, (ii) the exercise of options to purchase 21,250 shares of Class A Common Stock held by the Reporting Person and (iii) the exercise of options to purchase 1,145,000 shares of Class A Common Stock held by Martha Stewart, but assumes no other exercises or conversions of any other derivative or convertible securities relating to the Company’s Class A Common Stock.

By virtue of the relationships described in Item 4, as amended on August 2, 2005, the Reporting Person may be deemed to have become a member of a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. For purposes of disclosing the number of shares beneficially owned by the Reporting Person, the Reporting Person may also be deemed a beneficial owner, with shared voting and dispositive power, of an additional 29,816 shares of Class A Common Stock owned beneficially and directly by the 1999 Trust, 10,648 shares of Class A Common Stock owned beneficially and directly by M. Stewart, Inc. and 37,270 shares of Class A Common Stock owned beneficially and directly by the 2000 Trust, for a total beneficial ownership of 27,954,926 shares, which represents 49.7% of the shares of Class A Common Stock outstanding. The Reporting Person disclaims beneficial ownership of all such securities, and this report shall not be deemed to be an admission that she is the beneficial owner of such securities. MSFLP and Martha Stewart, individually, as the sole general partner of MSFLP and as co-trustee or trustee, as applicable, of each of the Trusts and Foundation, report separately on Schedule 13G. M. Stewart, Inc., the 1999 Trust, the 2000 Trust, Lawrence Shire, as co-trustee of the 2000 Trust, and the Foundation report separately on Schedules 13D.

Part (b) of Item 5 of the Schedule 13D remains unchanged.

Part (c) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

On March 15, 2011, MSFLP sold 83,333 shares of Class A Common Stock in the open market at an average price per share of $3.5033 (price does not reflect commissions deducted).^1/

On April 15, 2011, MSFLP sold 83,333 shares of Class A Common Stock in the open market at an average price per share of $3.8177 (price does not reflect commissions deducted).^2/

On April 18, MSFLP converted at no cost on a one-for-one basis 83,336 shares of Class B Common Stock into Class A Common Stock.

On May 13, 2011, MSFLP sold 83,337 shares of Class A Common Stock in the open market at an average price per share of $4.0145 (price does not reflect commissions deducted).^3/

Part (d) of Item 5 of the Schedule 13D remains unchanged except that Part (d)(i) is amended and restated in its entirety to read as follows:

(d) (i) Martha Stewart is the beneficial owner of 27,932,571 shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Class A Common Stock.

Except as indicated above, the information set forth in Item 5 of the Schedule 13D remains unchanged.

SIGNATURES

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.

Dated: May 17, 2011