Form 4 KOPPELMAN CHARLES For: Oct 01 (10K)

FORM 4

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

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

1. Name and Address of Reporting Person^*

KOPPELMAN CHARLES

(Last)

(First)

(Middle)

11 WEST 42ND STREET

(Street)

NEW YORK

NY

10036

(City)

(State)

(Zip)

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		10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/01/2009		F		34,356 ⁽¹⁾	D	$ 5.8	612,526	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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

Stock Options (Right to Buy)

$ 1.96

⁽²⁾

02/28/2019

Class A Common Stock, par value $0.01

550,000

550,000

D

Performance Shares

$ 0

⁽³⁾

12/31/2012

Class A Common Stock, par value $0.01

200,000

200,000

D

Stock Options (Right to Buy)

$ 10.61

07/22/2007

07/22/2014

Class A Common Stock, par value $0.01

25,000

25,000

D

Stock Options (Right to Buy)

$ 28.55

01/24/2007

01/24/2015

Class A Common Stock, par value $0.01

200,000

200,000

D

Stock Options (Right to Buy)

$ 20.35

09/17/2008

10/27/2015

Class A Common Stock, par value $0.01

200,000

200,000

D

Stock Options (Right to Buy)

$ 17.31

05/17/2007

05/17/2016

Class A Common Stock, par value $0.01

7,500

7,500

D

Stock Options (Right to Buy)

$ 18.09

05/17/2008

05/17/2017

Class A Common Stock, par value $0.01

7,500

7,500

D

Stock Options (Right to Buy)

$ 9.09

05/20/2009

05/20/2018

Class A Common Stock, par value $0.01

7,500

7,500

D

Stock Options (Right to Buy)

$ 8.53

⁽⁴⁾

09/30/2015

Class A Common Stock, par value $0.01

600,000

600,000

D

Explanation of Responses:
1. On October 1, 2008, the reporting person was granted 225,000 shares of restricted stock under the Company's Omnibus Stock and Option Compensation Plan. 25,000 shares and 1/3rd of the 200,000 shares (66,667 shares) vested on the first anniversary of the grant, i.e. October 1, 2009. 34,356 of these vested shares were withheld to pay applicable withholding taxes.
2. This option vests ratably on each of the first, second, third and fourth anniversaries of the date of grant, which is March 2,2009.
3. 100,000 of the performance shares will vest if and only if the fair market value of the Company's Class A Common Stock is at least $15 on each of the immediately preceding 60 consecutive trading days. 100,000 of the performance shares will vest if and only if the fair market value of the Company's Class A Common Stock is at least $25 on each of the immediately preceding 60 consecutive trading days.
4. 33% of this option vested and became exercisable on October 1, 2009. 33% of this option will vest and become exercisable on October 1, 2010 and 34% of this option will vest and become exercisable on October 1, 2011.
Remarks: Exhibit 24: Power of Attorney

	/s/ Margo Drucker, attorney-in-fact for Charles A. Koppelman	10/05/2009
	** 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.
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.

LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

     The undersigned, being a person or entity subject to the reporting
obligations of the Securities and Exchange Act of 1934, as amended (the "Act"),
due to or with respect to his, her or its ownership of securities of Martha
Stewart Living Omnimedia, Inc. (the "Corporation"), hereby constitutes and
appoints each of Kelli Turner, Peter Hurwitz, Margo Drucker and their respective
designees, as the undersigned's true and lawful attorney-in-fact and agent to
complete and execute such Forms 3, 4 and 5 and any other forms as such attorneys
shall in their discretion determine to be required or advisable pursuant to
Section 16 of the Act, and the rules and regulations promulgated thereunder, or
any successor laws and regulations, as a consequence of the undersigned's
ownership, acquisition or disposition of securities of the Corporation, and to
take all actions necessary in order to file such forms with the Securities and
Exchange Commission, any securities exchange or national association, the
Corporation and such other person or agency as the attorneys shall deem
appropriate.  The undersigned hereby ratifies and confirms every act that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Corporation unless earlier revoked by the undersigned in a writing delivered to
the foregoing attorneys-in-fact.

     This Limited Power of Attorney is executed as of the date set forth below.


/s/ Charles Koppelman
Signature

Charles A. Koppelman
Type or Print Name

October 1, 2009
Date

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