| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LEAF GROUP LTD. [ LEAF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/01/2020 | S(1) | 47,844(1) | D | $1.4026 | 4,023,924(2) | I | See Note(1) | ||
| Common Stock | 05/04/2020 | S(1) | 196,000(1) | D | $1.4318 | 3,827,924(3) | I | See Note(1) | ||
| Common Stock | 05/05/2020 | S(1) | 110,250(1) | D | $1.4568 | 3,717,674(4) | I | See Note(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents 47,844, 196,000 and 110,250 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 1,075,637 shares of Common Stock beneficially owned by Oak XII. |
| 3. Represents 2,948,287 shares of Common Stock beneficially owned by Oak Investment Partners XI, L.P. ("Oak XI"), and 879,637 shares of Common Stock beneficially owned by Oak XII. |
| 4. Represents 2,948,287 shares of Common Stock beneficially owned by Oak Investment Partners XI, L.P. ("Oak XI"), and 769,387 shares of Common Stock beneficially owned 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 | 05/05/2020 | |
| Oak Associates XII, LLC | 05/05/2020 | |
| Oak Associates XI, LLC, General Partner of Oak Investment Partners XI, Limited Partnership | 05/05/2020 | |
| Oak Associates XI, LLC | 05/05/2020 | |
| ** 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. | ||
