SEC Form 4 · accession 0001209191-15-070161
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
Sep 6, 2015
Accepted (ET)
Sep 10, 2015 · 5:08 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 $0.01 | Sep 6, 2015 | M | 30,000 | $0.00 | A | 96,903 | D | |
| Class A Common Stock, par value $0.01F1 | Sep 8, 2015 | F | 12,652 | $6.11 | D | 84,251 | D | |
| Class A Common Stock, par value $0.01 | Sep 6, 2015 | M | 16,666 | $0.00 | A | 100,917 | D | |
| Class A Common Stock, par value $0.01F1 | Sep 8, 2015 | F | 7,156 | $6.11 | D | 93,761 | 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,F3 | — | Sep 6, 2015 | M | 16,666 | A | — | — | Class A Common Stock, par value $0.01 | 16,666 | 0 | D |
| Restricted Stock UnitsF2,F4 | — | Sep 6, 2015 | M | 30,000 | A | — | — | Class A Common Stock, par value $0.01 | 30,000 | 0 | D |
| Performance Restricted Stock UnitsF2,F5 | — | holding | — | — | — | — | Sep 6, 2017 | Class A Common Stock, par value $0.01 | 90,000 | 90,000 | D |
| Performance Restricted Stock UnitsF2,F5 | — | holding | — | — | — | — | Sep 6, 2017 | Class A Common Stock, par value $0.01 | 60,000 | 60,000 | D |
| Restricted Stock UnitsF2,F6 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.01 | 20,044 | 20,044 | 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 |
| Stock Options (Right to Buy)F9 | $3.08 | holding | — | — | — | — | Sep 5, 2021 | Class A Common Stock, par value $0.01 | 75,000 | 75,000 | 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 | $2.48 | holding | — | — | — | — | Feb 28, 2023 | Class A Common Stock, par value $0.01 | 50,000 | 50,000 | D |
Explanation of responses
- F1Represents shares withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Mr. West's restricted stock units.
- F1010,000 of these time-vested options vested on December 16, 2014. 10,000 of these time-vested options will vest on each of December 16, 2015 and December 16, 2016.
- F11These options became fully vested on March 1, 2015
- F2Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F3On 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 and the remaining 16,666 restricted stock units vested on September 6, 2015.
- F4100% of these restricted stock units vested on September 6, 2015.
- F530,000 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.
- F66,681 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.
- 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.
- F9These options became fully vested on September 6, 2015.