SEC Form 4 · accession 0001209191-15-021631
MARTHA STEWART LIVING OMNIMEDIA INC · MSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel W Dienst
Officer — Chief Executive Officer · Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 3, 2015 · 5:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001091801
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.01 | holding | — | — | — | 92,481 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1,F3 | — | Mar 2, 2015 | A | 50,000 | A | — | — | Class A Common Stock, par value $0.01 | 50,000 | 50,000 | D |
| Restricted Stock UnitsF1,F4 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 266,667 | 266,667 | D |
| Performance Restricted Stock UnitsF1,F5 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 800,000 | 800,000 | D |
| Stock Options (Right to Buy)F6 | $2.75 | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 250,000 | 250,000 | D |
| Stock Options (Right to Buy)F6 | $3.00 | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 250,000 | 250,000 | D |
| Stock Options (Right to Buy)F6 | $4.00 | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 250,000 | 250,000 | D |
| Stock Options (Right to Buy)F6 | $5.00 | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 250,000 | 250,000 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F2Represents restricted stock units received by Mr. Dienst in connection with his 2014 bonus.
- F3100% of these time-vested Restricted Stock Units will vest on March 2, 2016.
- F4133,333 of these time-vested Restricted Stock Units vested on December 31, 2014. 133,333 of these time-vested Restricted Stock Units will vest on December 13, 2015 and the remaining 133,334 of these time-vested Restricted Stock Units will vest on December 31, 2016.
- F5200,000 of the performance restricted stock units ("PRSU's") will 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 period beginning on October 28, 2013 and ending on December 31, 2016 (the "Performance Period"). 200,000 of the PRSU's will 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. 200,000 of the PRSU's will 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. 200,000 of the PRSU's will 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 during the Performance Period.
- F683,333 of these options vested on December 31, 2014. 83,333 of these options will vest on December 31, 2015 and the remaining 83,334 of these options will vest on December 31, 2016.