Sec Form 4 Filing - STEWART MARTHA @ MARTHA STEWART LIVING OMNIMEDIA INC - 2015-02-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person STEWART MARTHA 2. Issuer Name and Ticker or Trading Symbol MARTHA STEWART LIVING OMNIMEDIA INC [ MSO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Creative Officer (Last) (First) (Middle) 601 WEST 26TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2015 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.01 02/02/2015 S 83,333 ( 1 ) D $ 4.4895 ( 2 ) 0 I As General Partner of the Martha Stewart Family Limited Partnership Class A Common Stock, par value $0.01 29,816 I As a Trustee of Martha Stewart 1999 Family Trust Class A Common Stock, par value $0.01 37,270 I As a Trustee of Martha Stewart 2000 Family Trust Class A Common Stock, par value $0.01 721,112 I As a Trustee of the Martha and Alexis Stewart Charitable Foundation Class A Common Stock, par value $0.01 14,748 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock, par value $0.01 ( 3 ) ( 3 ) ( 3 ) Class A Common Stock, par value $0.01 24,984,625 24,984,625 I As General Partner of the Martha Stewart Family Limited Partnership Stock Options (Right to Buy) $ 3.95 ( 4 ) 02/28/2021 Class A Common Stock, par value $0.01 150,000 150,000 D Stock Options (Right to Buy) $ 5.48 ( 4 ) 02/28/2020 Class A Common Stock, par value $0.01 300,000 300,000 D Stock Options (Right to Buy) $ 1.96 ( 5 ) 02/28/2019 Class A Common Stock, par value $0.01 850,000 850,000 D Stock Options (Right to Buy) $ 7.04 ( 6 ) 03/03/2015 Class A Common Stock, par value $0.01 750,000 750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEWART MARTHA 601 WEST 26TH STREET NEW YORK, NY10001 X X Chief Creative Officer Signatures /s/ Allison HoffmanAttorney-in-fact for Martha Stewart 02/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were sold pursuant to a duly adopted 10b5-1 trading plan entered into in accordance with the Issuer's insider trading policy. The plan provides for periodic sales as part of investment diversification and estate planning purposes. ( 2 )The sales price reported is the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $4.430 to $4.640. The reporting person undertakes to provide to Martha Stewart Living Omnimedia, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. ( 3 )Each 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. ( 4 )These options became fully vested on March 1, 2014. ( 5 )These options became fully vested on March 1, 2013. ( 6 )These options became fully vested on August 15, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.