SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Leaf Group Ltd.
(Name of Issuer)
Common Stock, par value $0.0001 par value
(Title of Class of Securities)
52177G 102
(CUSIP Number)
Carolina Picazo
Spectrum Equity
One International Place
35th Floor
Boston, Massachusetts 02110
(617) 464-4600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 31, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 52177G 102
| 1. | Names of Reporting Persons.
Spectrum Equity Investors V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,756,688 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,756,688 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,756,688 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 52177G 102
| 1. | Names of Reporting Persons.
Spectrum Equity Associates V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,756,688 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,756,688 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,756,688 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 52177G 102
| 1. | Names of Reporting Persons.
SEA V Management, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,770,540 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,770,540 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,770,540 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. 52177G 102
| 1. | Names of Reporting Persons.
Spectrum V Investment Managers’ Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
13,852 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
13,852 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
13,852 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 52177G 102
| 1. | Names of Reporting Persons.
Brion B. Applegate | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,770,540 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,770,540 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,770,540 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 52177G 102
| 1. | Names of Reporting Persons.
Christopher T. Mitchell | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,770,540 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,770,540 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,770,540 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 52177G 102
| 1. | Names of Reporting Persons.
Victor E. Parker, Jr. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,770,540 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,770,540 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,770,540 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
Explanatory Note
This Amendment No. 9 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 22, 2020, as amended on June 29, 2020, July 10, 2020, July 13, 2020, July 16, 2020, July 27, 2020, July 29, 2020, August 13, 2020 and August 17, 2020, by the Reporting Persons (as amended from time to time, the “Schedule 13D”), relating to their beneficial ownership in Leaf Group Ltd. (the “Issuer”). Except to the extent set forth in this Amendment, all material information disclosed in the Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:
On August 31, 2020, the Investors issued a press release commenting on recent media reports. A copy of the press release is attached hereto as Exhibit 11.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a) and (b) of the Schedule 13D are hereby amended and supplemented as follows:
The percentages set forth in this response are based on the 26,861,643 shares of common stock outstanding as of July 27, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 as filed with the SEC on July 31, 2020.
Based upon information provided to the Reporting Persons by the other Investors, the Investors collectively beneficially own an aggregate of 10,547,342 shares of common stock representing approximately 39.3% of the outstanding shares of common stock of the Issuer, and includes 1,836,718 shares beneficially owned by the Osmium Parties.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:
Exhibit 11 Press Release, dated August 31, 2020
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 1, 2020
| Spectrum Equity Investors V, L.P. | ||||
| By: | Spectrum Equity Associates V, L.P. | |||
| its general partner | ||||
| By: | SEA V Management, LLC | |||
| its general partner | ||||
| By: | /s/ Carolina Picazo | |||
| Carolina Picazo | ||||
| Authorized Signatory | ||||
| Spectrum Equity Associates V, L.P. | ||||
| By: | SEA V Management, LLC | |||
| its general partner | ||||
| By: | /s/ Carolina Picazo | |||
| Carolina Picazo | ||||
| Authorized Signatory | ||||
| SEA V Management, LLC | ||||
| By: | /s/ Carolina Picazo | |||
| Carolina Picazo | ||||
| Authorized Signatory | ||||
| Spectrum V Investment Managers’ Fund, L.P. | ||||
| By: | SEA V Management, LLC | |||
| its general partner | ||||
| By: | /s/ Carolina Picazo | |||
| Carolina Picazo | ||||
| Authorized Signatory | ||||
* |
| Brion B. Applegate |
* |
| Christopher T. Mitchell |
* |
| Victor E. Parker, Jr. |
| *By: | /s/ Carolina Picazo | |
Carolina Picazo | ||
As attorney-in-fact |
This Schedule 13D was executed by Carolina Picazo on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement | |
| Exhibit 2 | Power of Attorney | |
| Exhibit 3 | Press Release and Letter to Board of Directors, dated June 29, 2020 | |
| Exhibit 4 | Press Release and Letter to Board of Directors, dated July 10, 2020 | |
| Exhibit 5 | Press Release and Letter to Board of Directors, dated July 13, 2020 | |
| Exhibit 6 | Press Release, dated July 16, 2020 | |
| Exhibit 7 | Press Release and Letter to Board of Directors, dated July 27, 2020 | |
| Exhibit 8 | Press Release, dated July 29, 2020 | |
| Exhibit 9 | Press Release and Letter to Board of Directors, dated August 12, 2020 | |
| Exhibit 10 | Press Release, dated August 17, 2020 | |
| Exhibit 11 | Press Release, dated August 31, 2020 | |
