SEC Form 4 · accession 0001209191-15-035060
MARTHA STEWART LIVING OMNIMEDIA INC · MSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Allison C Hoffman
Officer — EVP, General Counsel and Secy
Period of report
Apr 15, 2015
Accepted (ET)
Apr 17, 2015 · 5:30 pm EDT
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 $0.01F1 | Apr 15, 2015 | M | 20,000 | $0.00 | A | 25,878 | D | |
| Class A Common Stock, par value $0.01F2 | Apr 15, 2015 | F | 8,244 | $5.97 | D | 17,634 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF1,F3,F4 | — | Apr 15, 2015 | M | 20,000 | D | — | — | Class A Common Stock, par value $0.01 | 20,000 | 40,000 | D |
| Performance Restricted Stock UnitsF3,F5 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 20,000 | 20,000 | D |
| Performance Stock Options (Right to Buy)F6,F7 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 40,000 | 40,000 | D |
| Restricted Stock UnitsF3,F8 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 20,000 | 20,000 | D |
| Stock Options (Right to Buy)F9 | $2.32 | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 60,000 | 60,000 | D |
Explanation of responses
- F1Represents the vesting of restricted stock units as a result of the achievement of certain performance criteria.
- F2Represents shares withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Ms. Hoffman's performance restricted stock units.
- F3Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F420,000 of these PRSUs 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 July 1, 2013 and ending on July 1, 2016 (the "Performance Period"). 20,000 of the PRSU's 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. 20,000 of the PRSU's 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.
- F510,000 of these 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 $8 during any 30 consecutive trading days during the period beginning on September 2, 2014 and ending on September 2, 2017 (the "Performance Period"). 10,000 of these 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.
- F610,000 of these performance options have an exercise price of $5 and vest if and only if the trailing average closing price (the "TACP") of the Company's Class A Common Stock is at least $5 during any 30 consecutive trading days during the period beginning on 9/2/14 and ending 9/2/17 (the "Performance Period"). 10,000 of these performance options have an exercise price of $6 and vest if and only if the TACP of the Company's Class A Common Stock is at least $6 during any 30 consecutive trading days during the Performance Period. 10,000 of these performance options have an exercise price of $8 and vest if and only if the TACP of the Company's Class A Common Stock is at least $8 during any 30 consecutive trading days during the Performance Period. 10,000 of these performance options have an exercise price of $10 and vest if and only if the TACP of the Company's Class A Common Stock is at least $10 during any 30 consecutive trading days during the Performance Period.
- F7Ms. Hoffman has vested in 20,000 performance options as a result of the achievement of certain performance criteria.
- F810,000 of these time-vested restricted stock units vested on July 1, 2014. 10,000 of these time-vested restricted stock units will vest on each of July 1, 2015 and July 1, 2016.
- F920,000 of these time-vested options vested on July 1, 2014. 20,000 of these time-vested options will vest on each of July 1, 2015 and July 1, 2016.