SEC Form 4 · accession 0001209191-15-083510

MARTHA STEWART LIVING OMNIMEDIA INC · MSO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Martha Stewart

Officer — Chief Creative Officer · Director · 10% Owner

Period of report

Dec 4, 2015

Accepted (ET)

Dec 4, 2015 · 2:36 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	D/I	Nature of ownership
Class A Common Stock, par value $0.01^F1	Dec 4, 2015	D	29,816	$0.00	D	I	As a Trustee of Martha Stewart 1999 Family Trust
Class A Common Stock, par value $0.01^F1	Dec 4, 2015	D	37,270	$0.00	D	I	As a Trustee of Martha Stewart 2000 Family Trust
Class A Common Stock, par value $0.01^F1	Dec 4, 2015	D	721,112	$0.00	D	I	As a Trustee of the Martha and Alexis Stewart Charitable Foundation
Class A Common Stock, par value $0.01^F1	Dec 4, 2015	D	14,752	$0.00	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Class B Common Stock, par value $0.01^F1,F2	—	Dec 4, 2015	D	24,984,625	D	—	—	Class A Common Stock, par value $0.01	24,984,625	I
Stock Options (Right to Buy)^F3,F4	$3.95	Dec 4, 2015	D	150,000	D	—	Feb 28, 2021	Class A Common Stock, par value $0.01	150,000	D
Stock Options (Right to Buy)^F3,F4	$5.48	Dec 4, 2015	D	300,000	D	—	Feb 28, 2020	Class A Common Stock, par value $0.01	300,000	D
Stock Options (Right to Buy)^F3,F5	$1.96	Dec 4, 2015	D	850,000	D	—	Feb 28, 2019	Class A Common Stock, par value $0.01	850,000	D

Explanation of responses

F1Disposed of pursuant to the transactions contemplated under the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among the 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 to the Merger Agreement and the transactions contemplated therein, at the effective time of the merger transactions, Ms. Stewart was entitled to receive merger consideration valued at $6.15 per share.
F2Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.
F3Pursuant 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.
F4These options became fully vested on March 1, 2014.
F5These options became fully vested on March 1, 2013.

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, prior to the filing date for the Current Report on Form 8-K filed by Holdings reporting such mergers. 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.