Oak Investment Partners XI L P Form 4 LEAF / INVESTMENT PARTNERS XII L P OAK ownership change

SEC Form 4

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
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^*

OAK INVESTMENT PARTNERS XII L P

(Last) (First) (Middle)

901 MAIN AVENUE

SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEAF GROUP LTD. [ LEAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
less than 10% owner

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2019

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

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

	Form filed by One Reporting Person
X	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
Common Stock	11/13/2019		S(1)		12,800(1)	D	$4.9533	4,474,262(2)	I	See Note(1)
Common Stock	11/14/2019		S(1)		4,988(1)	D	$4.7075	4,469,274(3)	I	See Note(1)

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 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: 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

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS XII L P

(Last) (First) (Middle)

901 MAIN AVENUE

SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oak Investment Partners XI L P

(Last) (First) (Middle)

901 MAIN AVENUE

SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

Explanation of Responses:

1. Represents 12,800 and 4,988 shares of Common Stock sold by Oak Investment Partners XII, L.P ("Oak XII"). Oak Associates XII, L.L.C. is the General Partner of Oak XII and may be deemed to beneficially own the reported securities.

2. Represents 2,948,287 shares of Common Stock beneficially owned by Oak Investment Partners XI, L.P. ("Oak XI"), and 1,525,975 shares of Common Stock beneficially owned by Oak XII.

3. Represents 2,948,287 shares of Common Stock beneficially owns by Oak Investment Partners XI, L.P. ("Oak XI"), and 1,520,987 shares of Common Stock beneficially owns by Oak XII.

Remarks:

This Form 4 report is being filed by Oak XII and Oak Associates XII, L.L.C., Oak XI and Oak Associates XI, L.L.C. (together the "Reporting Persons"). However, each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

	Oak Associates XII, LLC, General Partner of Oak Investment Partners XII, Limited Partnership	11/15/2019
	Oak Associates XII, LLC	11/15/2019
	Oak Associates XI, LLC, General Partner of Oak Investment Partners XI, Limited Partnership	11/15/2019
	Oak Associates XI, LLC	11/15/2019
	** 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).
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