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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
STEWART MARTHA

(Last) (First) (Middle)
601 WEST 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 X 10% Owner
X Officer (give title below) Other (specify below)
Chief Creative Officer
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)
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 12/04/2015 D 29,816(1) D $0.00 0 I As a Trustee of Martha Stewart 1999 Family Trust
Class A Common Stock, par value $0.01 12/04/2015 D 37,270(1) D $0.00 0 I As a Trustee of Martha Stewart 2000 Family Trust
Class A Common Stock, par value $0.01 12/04/2015 D 721,112(1) D $0.00 0 I As a Trustee of the Martha and Alexis Stewart Charitable Foundation
Class A Common Stock, par value $0.01 12/04/2015 D 14,752(1) D $0.00 0 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
Class B Common Stock, par value $0.01 (2) 12/04/2015 D 24,984,625(1) (2) (2) Class A Common Stock, par value $0.01 24,984,625 $0.00 0 I As General Partner of the Martha Stewart Family Limited Partnership
Stock Options (Right to Buy) $3.95 12/04/2015 D 150,000(3) (4) 02/28/2021 Class A Common Stock, par value $0.01 150,000 $0.00 0 D
Stock Options (Right to Buy) $5.48 12/04/2015 D 300,000(3) (4) 02/28/2020 Class A Common Stock, par value $0.01 300,000 $0.00 0 D
Stock Options (Right to Buy) $1.96 12/04/2015 D 850,000(3) (5) 02/28/2019 Class A Common Stock, par value $0.01 850,000 $0.00 0 D
Explanation of Responses:
1. Disposed of pursuant to the transactions contemplated under the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among the 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 to the Merger Agreement and the transactions contemplated therein, at the effective time of the merger transactions, Ms. Stewart was entitled to receive merger consideration valued at $6.15 per share.
2. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.
3. 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.
4. These options became fully vested on March 1, 2014.
5. These options became fully vested on March 1, 2013.
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, prior to the filing date for the Current Report on Form 8-K filed by Holdings reporting such mergers. 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 Martha Stewart 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.