| 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) 11/02/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 11/03/2020 | 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, $.0001 par value | 11/02/2020 | A | 6,545(1) | A | $0 | 16,532(2) | D | |||
| 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 | ||||||||
| Stock Option(right to buy) | $5.73 | 11/02/2020 | A | 11,666 | (3) | 11/02/2030 | Common Stock,$.0001par value | 11,666 | $0 | 33,894(4) | D | ||||
| Explanation of Responses: |
| 1. On October 28, 2020, the Board of Directors (the "Board") of Leaf Group Ltd. (the "Company") approved the annual equity compensation grant to outside directors under the Company'sOutside Director Compensation Program, effective November 2, 2020. In connection with her continued service on the Board of the Company, Ms. Benton was granted 6,545 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Ms. Benton's continued service on the Board through the applicablevesting date, these RSUs will vest in 12 substantially equal installments on each three month anniversary of May 18, 2020. |
| 2. Includes 10,162 unvested RSUs. This Form 4/A is being filed solely to correct typographical errors in the number of shares previously reported in Column 5 of Table I and Column 9 of Table II. This amended report does not report any new transactions or otherwise modify the transaction details that were reported in the November 3, 2020 Form 4. |
| 3. In connection with her continued service on the Board and pursuant to the Company's Outside Director Compensation Program, Ms. Benton was granted a nonqualified stock option covering11,666 shares of the Company's common stock. Subject to Ms. Benton's continued service on the Board through the applicable vesting date, the shares subject to this stock option will vest and become exercisable in 36 substantially equal installments on each monthly anniversary of May 18, 2020. |
| 4. This Form 4/A is being filed solely to correct typographical errors in the number of shares previously reported in Column 5 of Table I and Column 9 of Table II. This amended report does not report any new transactions or otherwise modify the transaction details that were reported in the November 3, 2020 Form 4. |
| /s/ Adam Wergeles, as Attorney-in-Fact for Deborah A. Benton | 01/26/2021 | |
| ** 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. | ||
