SEC Form 4 · accession 0001209191-15-083494
MARTHA STEWART LIVING OMNIMEDIA INC · MSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 | Dec 4, 2015 | D | 23,512 | $0.00 | D | 0 | 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 UnitsF3,F2 | — | Dec 4, 2015 | D | 10,000 | D | — | — | Class A Common Stock, par value $0.01 | 10,000 | 0 | D |
| Performance Restricted Stock UnitsF4,F2 | — | Dec 4, 2015 | D | 40,000 | D | — | — | Class A Common Stock, par value $0.01 | 40,000 | 0 | D |
| Performance Restricted Stock UnitsF4,F2 | — | Dec 4, 2015 | D | 20,000 | D | — | — | Class A Common Stock, par value $0.01 | 20,000 | 0 | D |
| Performance Stock Options (Right to Buy)F5 | — | Dec 4, 2015 | D | 40,000 | D | — | — | Class A Common Stock, par value $0.01 | 40,000 | 0 | D |
| Stock Options (Right to Buy)F6 | $2.32 | Dec 4, 2015 | D | 60,000 | D | — | — | Class A Common Stock, par value $0.01 | 60,000 | 0 | D |
Explanation of responses
- F1Disposed pursuant to the transactions contemplated under the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among 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 with the Merger Agreement and the transactions contemplated therein, at the effective time of the merger transactions, Ms. Hoffman was entitled to receive merger consideration valued at $6.15 per share.
- F2Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F3Pursuant to the transactions contemplated under the Merger Agreement, these restricted stock units were cancelled and converted into a right to receive a cash payment of $6.15 per share of Class A Common Stock subject to the restricted stock unit.
- F4Upon the effective time of the merger transactions, any outstanding unvested performance restricted stock units were cancelled in exchange for a cash payment of $240,000.
- F5Upon the effective time of the merger transactions, any outstanding unvested performance options were cancelled in exchange for a cash payment of $16,600 and any vested performance 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.
- F6Pursuant 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.
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. 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.