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 *

WEST KENNETH P 		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, Chief Financial Officer
(Last)          (First)          (Middle)

601 WEST 26TH STREET, 9TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/6/2015
(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   9/6/2015     M    30000   A $0.00   96903   D    
Class A Common Stock, par value $0.01   9/8/2015     F    12652   (1) D $6.11   84251   D    
Class A Common Stock, par value $0.01   9/6/2015     M    16666   A $0.00   100917   D    
Class A Common Stock, par value $0.01   9/8/2015     F    7156   (1) D $6.11   93761   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) 9/6/2015     M      16666         (3)   (3) Class A Common Stock, par value $0.01   16666   $0.00   0   D    
Restricted Stock Units     (2) 9/6/2015     M      30000         (4)   (4) Class A Common Stock, par value $0.01   30000   $0.00   0   D    
Performance Restricted Stock Units     (2)                    (5) 9/6/2017   Class A Common Stock, par value $0.01   90000     90000   D    
Performance Restricted Stock Units     (2)                    (5) 9/6/2017   Class A Common Stock, par value $0.01   60000     60000   D    
Restricted Stock Units     (2)                    (6)   (6) Class A Common Stock, par value $0.01   20044     20044   D    
Performance Stock Options (Right to Buy)     (7)                    (7) (8) 9/6/2024   Class A Common Stock, par value $0.01   100000     100000   D    
Stock Options (Right to Buy)   $3.08                      (9) 9/5/2021   Class A Common Stock, par value $0.01   75000     75000   D    
Stock Options (Right to Buy)   $3.92                      (10) 12/15/2023   Class A Common Stock, par value $0.01   30000     30000   D    
Stock Options (Right to Buy)   $2.48                      (11) 2/28/2023   Class A Common Stock, par value $0.01   50000     50000   D    

Explanation of Responses:
( 1)  Represents shares withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Mr. West's restricted stock units.
( 2)  Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
( 3)  On 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.
( 4)  100% of these restricted stock units vested on September 6, 2015.
( 5)  30,000 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.
( 6)  6,681 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.
( 7)  25,000 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.
( 8)  Mr. West has vested in 25,000 performance options as a result of the achievement of certain performance criteria.
( 9)  These options became fully vested on September 6, 2015.
( 10)  10,000 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.
( 11)  These options became fully vested on March 1, 2015

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WEST KENNETH P
601 WEST 26TH STREET
9TH FLOOR
NEW YORK, NY 10001

EVP, Chief Financial Officer

Signatures
/s/ Allison Hoffman Attorney-in-fact for Kenneth P. West 9/10/2015
** 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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