4//SEC Filing
MARTHA STEWART LIVING OMNIMEDIA INC 4
Accession 0001209191-15-083495
CIK 0001091801operating
Filed
Dec 3, 7:00 PM ET
Accepted
Dec 4, 2:30 PM ET
Size
22.9 KB
Accession
0001209191-15-083495
Insider Transaction Report
Form 4
Dienst Daniel W
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2015-12-04−250,000→ 0 totalExercise: $5.00→ Class A Common Stock, par value $0.01 (250,000 underlying) - Disposition to Issuer
Class A Common Stock, par value $0.01
2015-12-04−196,697→ 0 total - Disposition to Issuer
Performance Restricted Stock Units
2015-12-04−600,000→ 0 total→ Class A Common Stock, par value $0.01 (600,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-12-04−250,000→ 0 totalExercise: $2.75→ Class A Common Stock, par value $0.01 (250,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-12-04−250,000→ 0 totalExercise: $4.00→ Class A Common Stock, par value $0.01 (250,000 underlying) - Disposition to Issuer
Restricted Stock Units
2015-12-04−50,000→ 0 total→ Class A Common Stock, par value $0.01 (50,000 underlying) - Disposition to Issuer
Restricted Stock Units
2015-12-04−266,667→ 0 total→ Class A Common Stock, par value $0.01 (266,667 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-12-04−250,000→ 0 totalExercise: $3.00→ Class A Common Stock, par value $0.01 (250,000 underlying)
Footnotes (5)
- [F1]Disposed 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, Mr. Dienst was entitled to receive merger consideration valued at $6.15 per share.
- [F2]Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- [F3]Upon the effective time of the merger transactions, any outstanding unvested performance restricted stock units were cancelled in exchange for a cash payment of $2,550,000.
- [F4]Pursuant 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.
- [F5]Pursuant 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. Mr. Dienst also received an additional $300,000 of Holdings stock in exchange for the cancellation for his options.
Documents
Issuer
MARTHA STEWART LIVING OMNIMEDIA INC
CIK 0001091801
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001091801
Filing Metadata
- Form type
- 4
- Filed
- Dec 3, 7:00 PM ET
- Accepted
- Dec 4, 2:30 PM ET
- Size
- 22.9 KB