Spectrum Equity Investors V L P SC 13D/A LEAF / Spectrum Equity Investors V L P ownership change

Spectrum Equity Investors V L P SC 13D/ALEAF / Spectrum Equity Investors V L P ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

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

35^th Floor

Boston, Massachusetts 02110

(617) 464-4600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 5, 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

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

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

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

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

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

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

Explanatory Note

This Amendment No. 10 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 22, 2020, as amended to date 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:

The information in Item 5(c) of this Amendment is incorporated by reference into this Item 4. As previously reported in the initial Schedule 13D, the Reporting Persons’ principal objective with respect to the acquisition of the securities of the Issuer is to obtain a satisfactory return on their investment, and accordingly, the Reporting Persons intend to dispose of the shares of common stock that they beneficially own on terms that they consider satisfactory. Accordingly, the Reporting Persons may dispose of additional shares of Common Stock at any time in a single or in multiple transactions, including immediately following the filing of this Amendment.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented to add the following:

(a) – (b)

The information set forth in rows 7 through 10, 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 26,861,643 outstanding shares of Common Stock, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on July 31, 2020.

(c) On October 5, 2020, SEI V sold 497,500 shares of Common Stock and IMF V sold 2,500 shares of Common Stock, in a privately negotiated transaction at a price of $5.13 per share. The shares were sold to funds controlled by the Osmium Parties.

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: October 7, 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

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

0

Shared Voting Power

2,259,188

Sole Dispositive Power

0

Shared Dispositive Power

2,259,188