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 *

Pollack Patricia
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)
Sr. Executive Vice President
(Last)          (First)          (Middle)

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

12/4/2015
(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   12/4/2015     D    12768   (1) D $0.00   0   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) 12/4/2015     D         6510   (3)     (3)   (3) Class A Common Stock, par value $0.01   6510   $0.00   0   D    
Stock Options (Right to Buy)   $3.95   12/4/2015     D         20000   (4)     (4)   (4) Class A Common Stock, par value $0.01   20000   $0.00   0   D    
Stock Options (Right to Buy)   $5.48   12/4/2015     D         15000      (4)   (4) Class A Common Stock, par value $0.01   15000   $0.00   0   D    
Stock Options (Right to Buy)   $1.96   12/4/2015     D         37500      (4)   (4) Class A Common Stock, par value $0.01   37500   $0.00   0   D    

Explanation of Responses:
( 1)  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, Ms. Pollack was entitled to receive merger consideration valued at $6.15 per share.
( 2)  Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
( 3)  Pursuant to 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.
( 4)  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.

Remarks:
The disposition of the referenced securities of the Company by the reporting person was made as a result of the business combination of the Company and Sequential Brands Group, Inc. with and into wholly owned subsidiaries of Holdings, Singer Merger Sub, Inc. and Madeline Merger Sub, Inc., respectively, which mergers were consummated on December 4, 2015. As a result of such mergers the Company ceased to be a publicly traded company with Holdings becoming the successor issuer to both the Company and Sequential Brands Group, Inc. The disposition of all such securities by the reporting person was approved and exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pollack Patricia
601 WEST 26TH STREET
NEW YORK, NY 10001


Sr. Executive Vice President

Signatures
/s/Allison Hoffman Attorney-in-fact for Patricia Pollack 12/4/2015
** 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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