SEC Form 4 · accession 0001209191-15-035089
MARTHA STEWART LIVING OMNIMEDIA INC · MSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth P West
Officer — EVP, Chief Financial Officer
Period of report
Mar 20, 2015
Accepted (ET)
Apr 17, 2015 · 5:56 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 | Mar 20, 2015 | M | 30,000 | $0.00 | A | 64,688 | D | |
| Class A Common Stock, par value $0.01F2 | Mar 20, 2015 | F | 13,884 | $6.27 | D | 50,804 | D | |
| Class A Common Stock, par value $0.01F1 | Apr 15, 2015 | M | 30,000 | $0.00 | A | 80,804 | D | |
| Class A Common Stock, par value $0.01F2 | Apr 15, 2015 | F | 13,901 | $5.97 | D | 66,903 | 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 | — | Mar 20, 2015 | M | 30,000 | D | — | Sep 6, 2017 | Class A Common Stock, par value $0.01 | 30,000 | 90,000 | D |
| Performance Restricted Stock UnitsF1,F3,F4 | — | Apr 15, 2015 | M | 30,000 | D | — | Sep 6, 2017 | Class A Common Stock, par value $0.01 | 30,000 | 60,000 | D |
| Restricted Stock UnitsF3,F5 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 20,044 | 20,044 | D |
| Restricted Stock UnitsF3,F6 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 16,666 | 16,666 | D |
| Performance Stock Options (Right to Buy)F7,F8 | — | holding | — | — | — | — | Sep 6, 2024 | Class A Common Stock, par value $0.01 | 100,000 | 100,000 | D |
| Restricted Stock UnitsF3,F9 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F10 | $3.92 | holding | — | — | — | — | Dec 15, 2023 | Class A Common Stock, par value $0.01 | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F11 | $3.08 | holding | — | — | — | — | Sep 5, 2021 | Class A Common Stock, par value $0.01 | 75,000 | 75,000 | D |
| Stock Options (Right to Buy)F12 | $2.48 | holding | — | — | — | — | Sep 5, 2023 | Class A Common Stock, par value $0.01 | 50,000 | 50,000 | D |
Explanation of responses
- F1Represents the vesting of restricted stock units as a result of the achievement of certain performance criteria.
- F1010,000 of these time-vested options vested on December 16, 2014. 10,000 of these time-vested options will vest on eaech of December 16, 2015 and December 16, 2016.
- F1125,000 of these time-vested options vested on each of September 6, 2013 and September 6, 2014. The remaining 25,000 of these time-vested options will vest on September 6, 2015.
- F12These options became fully vested on March 1, 2015
- F2Represents shares withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Mr. West's performance restricted stock units.
- F3Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F430,000 of these PRSUs vest only if the trailing average closing price (the "TACP") of the Company's Class A Common Stock (the "Stock") is at least $5 during any 30 consecutive trading days during the period from 9/7/14 through 9/7/17 (the "Performance Period"). 30,000 of the PRSUs vest only if the TACP of the Stock is at least $6 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs vest only if the TACP of the Stock is at least $8 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs vest only if the TACP of the Stock is at least $10 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs vest only if the TACP of the Stock is at least $12 during any 30 consecutive trading days during the Performance Period. 15,000 of the PRSUs vest only if the TACP of the Stock is at least $14 during any 30 consecutive trading days during the Performance Period.
- F56,681 of these time-vested Restricted Stock Units will vest on each of March 2, 2016 and March 2, 2017. The remaining 6,682 of these time-vested Restricted Stock Units will vest on March 2, 2018.
- F6On September 6, 2011, Mr. West was granted 50,000 restricted stock units, of which 16,667 vested on each of September 6, 2013 and September 6, 2014. The remaining 16,666 restricted stock units will vest on September 6, 2015.
- F725,000 of the performance options have an exercise price of $6 and 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 Performance Period. 25,000 of the performance options have an exercise price of $8 and 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. 25,000 of the performance options have an exercise price of $10 and 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. 25,000 of the performance options have an exercise price of $12 and 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 of the Performance Period.
- F8Mr. West has vested in 25,000 performance options as a result of the achievement of certain performance criteria.
- F9100% of these restricted stock units will vest on September 6, 2015.