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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hoffman Allison C 		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)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, General Counsel and Secy
(Last)          (First)          (Middle)

601 W. 26TH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2015
(Street)

NEW YORK, NY 10001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/1/2015     M    10000   A $0.00   27634   D    
Class A Common Stock, par value $0.01   7/1/2015     F    4122   (1) D $6.29   23512   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units     (2) 7/1/2015     M         10000      (3)   (3) Class A Common Stock, par value $0.01   10000   $0.00   10000   D    
Performance Restricted Stock Units     (2)                    (4)   (4) Class A Common Stock, par value $0.01   40000     40000   D    
Performance Restricted Stock Units     (2)                    (5)   (5) Class A Common Stock, par value $0.01   20000     20000   D    
Performance Stock Options (Right to Buy)     (6)                    (6) (7)   (6) (7) Class A Common Stock, par value $0.01   40000     40000   D    
Stock Options (Right to Buy)   $2.32                      (8)   (8) Class A Common Stock, par value $0.01   60000     60000   D    

Explanation of Responses:
( 1)  Represents shares withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Ms. Hoffman's restricted stock units.
( 2)  Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
( 3)  10,000 of these time-vested restricted stock units vested on each of July 1, 2014 and July 1, 2015. 10,000 of these time-vested restricted stock units will vest on July 1, 2016.
( 4)  20,000 of these PRSUs 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 period beginning on July 1, 2013 and ending on July 1, 2016 (the "Performance Period"). 20,000 of the PRSU's 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.
( 5)  10,000 of these performance restricted stock units ("PRSU's) will 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 period beginning on September 2, 2014 and ending on September 2, 2017 (the "Performance Period"). 10,000 of these PRSU's will 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.
( 6)  10,000 of these performance options have an exercise price of $5 and vest if and only if the trailing average closing price (the "TACP") of the Company's Class A Common Stock is at least $5 during any 30 consecutive trading days during the period beginning on 9/2/14 and ending 9/2/17 (the "Performance Period"). 10,000 of these performance options have an exercise price of $6 and vest if and only if the TACP of the Company's Class A Common Stock is at least $6 during any 30 consecutive trading days during the Performance Period. 10,000 of these performance options have an exercise price of $8 and vest if and only if the TACP of the Company's Class A Common Stock is at least $8 during any 30 consecutive trading days during the Performance Period. 10,000 of these performance options have an exercise price of $10 and vest if and only if the TACP of the Company's Class A Common Stock is at least $10 during any 30 consecutive trading days during the Performance Period.
( 7)  Ms. Hoffman has vested in 20,000 performance options as a result of the achievement of certain performance criteria.
( 8)  20,000 of these time-vested options vested on each of July 1, 2014 and July 1, 2015. 20,000 of these time-vested options will vest on July 1, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hoffman Allison C
601 W. 26TH STREET
NEW YORK, NY 10001

EVP, General Counsel and Secy

Signatures
/s/ Allison Hoffman 7/2/2015
** Signature of Reporting Person Date


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.
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