Filing Details
- Accession Number:
- 0001062993-21-003495
- Form Type:
- 13D Filing
- Publication Date:
- 2021-04-07 21:33:07
- Filed By:
- Osmium Partners
- Company:
- Leaf Group Ltd. (NYSE:LEAF)
- Filing Date:
- 2021-04-08
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| John H. Lewis | 94,348 | 2,814,490 | 94,348 | 2,814,490 | 2,908,838 | 8.1% |
| Osmium Partners | 0 | 2,814,490 | 0 | 2,814,490 | 2,814,490 | 7.9% |
| Osmium Capital | 0 | 1,059,336 | 0 | 1,059,336 | 1,059,336 | 3.0% |
| Osmium Capital II | 0 | 433,574 | 0 | 433,574 | 433,574 | 1.2% |
| Osmium Spartan | 0 | 438,954 | 0 | 438,954 | 438,954 | 1.2% |
| Osmium Diamond | 0 | 882,626 | 0 | 882,626 | 882,626 | 2.5% |
| Michael J. McConnell | 0 | 0 | 0 | 0 | 0 | 0% |
| John Mutch | 0 | 0 | 0 | 0 | 0 | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
LEAF GROUP LTD.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
52177G102
(CUSIP Number)
Osmium Partners, LLC
300 Drakes Landing Road, Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 7, 2021
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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. 52177G102
| 1 | NAMES OF REPORTING PERSONS |
|
| ||
| John H. Lewis |
|
| |||
|
|
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
|
| (b) | ☒ | |||
|
|
| ||||
| 3 | SEC USE ONLY |
|
| ||
|
|
|
| |||
|
|
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
| ||
| PF, AF |
|
| |||
|
|
| ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| ||
| United States |
|
| |||
|
|
| ||||
| NUMBER OF | 7 | SOLE VOTING POWER |
|
| |
| 94,348 |
|
| |||
|
|
| ||||
| 8 | SHARED VOTING POWER |
|
| ||
| 2,814,490 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 94,348 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 2,814,490 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 2,908,838 |
|
| |||
|
|
| ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☒ | ||
|
|
|
| |||
|
|
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| ||
| 8.1% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
| ||
| IN |
|
| |||
|
|
| ||||
2
CUSIP No. 52177G102
| 1 | NAMES OF REPORTING PERSONS |
|
| ||
| Osmium Partners, LLC |
|
| |||
|
|
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
|
| (b) | ☒ | |||
|
|
| ||||
| 3 | SEC USE ONLY |
|
| ||
|
|
|
| |||
|
|
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
| ||
| AF |
|
| |||
|
|
| ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| ||
| Delaware |
|
| |||
|
|
| ||||
| NUMBER OF | 7 | SOLE VOTING POWER |
|
| |
| 0 |
|
| |||
|
|
| ||||
| 8 | SHARED VOTING POWER |
|
| ||
| 2,814,490 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 2,814,490 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 2,814,490 |
|
| |||
|
|
| ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☒ | ||
|
|
|
| |||
|
|
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| ||
| 7.9% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO |
|
| ||
|
|
|
| |||
3
CUSIP No. 52177G102
| 1 | NAMES OF REPORTING PERSONS |
|
| ||
| Osmium Capital, LP |
|
| |||
|
|
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
|
| (b) | ☒ | |||
|
|
| ||||
| 3 | SEC USE ONLY |
|
| ||
|
|
|
| |||
|
|
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
| ||
| WC |
|
| |||
|
|
| ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| ||
| Delaware |
|
| |||
|
|
| ||||
| NUMBER OF | 7 | SOLE VOTING POWER |
|
| |
| 0 |
|
| |||
|
|
| ||||
| 8 | SHARED VOTING POWER |
|
| ||
| 1,059,336 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 1,059,336 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 1,059,336 |
|
| |||
|
|
| ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☒ | ||
|
|
|
| |||
|
|
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| ||
| 3.0% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
| ||
|
PN |
|
| |||
4
CUSIP No. 52177G102
| 1 | NAMES OF REPORTING PERSONS |
|
| ||
| Osmium Capital II, LP |
|
| |||
|
|
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
|
| (b) | ☒ | |||
|
|
| ||||
| 3 | SEC USE ONLY |
|
| ||
|
|
|
| |||
|
|
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
| ||
| WC |
|
| |||
|
|
| ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| ||
| Delaware |
|
| |||
|
|
| ||||
| NUMBER OF | 7 | SOLE VOTING POWER |
|
| |
| 0 |
|
| |||
|
|
| ||||
| 8 | SHARED VOTING POWER |
|
| ||
| 433,574 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 433,574 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 433,574 |
|
| |||
|
|
| ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☒ | ||
|
|
|
| |||
|
|
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| ||
| 1.2% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
| ||
|
|
|
| |||
5
CUSIP No. 52177G102
| 1 | NAMES OF REPORTING PERSONS |
|
| ||
| Osmium Spartan, LP |
|
| |||
|
|
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
|
| (b) | ☒ | |||
|
|
| ||||
| 3 | SEC USE ONLY |
|
| ||
|
|
|
| |||
|
|
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
| ||
| WC |
|
| |||
|
|
| ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| ||
| Delaware |
|
| |||
|
|
| ||||
| NUMBER OF | 7 | SOLE VOTING POWER |
|
| |
| 0 |
|
| |||
|
|
| ||||
| 8 | SHARED VOTING POWER |
|
| ||
| 438,954 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 438,954 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 438,954 |
|
| |||
|
|
| ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☒ | ||
|
|
|
| |||
|
|
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| ||
| 1.2% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
|
| ||
|
|
|
| |||
6
CUSIP No. 52177G102
| 1 | NAMES OF REPORTING PERSONS |
|
| ||
| Osmium Diamond, LP |
|
| |||
|
|
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
|
| (b) | ☒ | |||
|
|
| ||||
| 3 | SEC USE ONLY |
|
| ||
|
|
|
| |||
|
|
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
| ||
| WC |
|
| |||
|
|
| ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| ||
| Delaware |
|
| |||
|
|
| ||||
| NUMBER OF | 7 | SOLE VOTING POWER |
|
| |
| 0 |
|
| |||
|
|
| ||||
| 8 | SHARED VOTING POWER |
|
| ||
| 882,626 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 882,626 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 882,626 |
|
| |||
|
|
| ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☒ | ||
|
|
|
| |||
|
|
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| ||
| 2.5% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
|
| ||
|
|
|
| |||
7
CUSIP No. 52177G102
| 1 | NAMES OF REPORTING PERSONS |
|
| ||
|
|
|
| |||
|
|
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
|
| (b) | ☐ | |||
|
|
| ||||
| 3 | SEC USE ONLY |
|
| ||
|
|
|
| |||
|
|
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
| ||
|
|
|
| |||
|
|
| ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| ||
| USA |
|
| |||
|
|
| ||||
| NUMBER OF | 7 | SOLE VOTING POWER |
|
| |
| 0 |
|
| |||
|
|
| ||||
| 8 | SHARED VOTING POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
|
0 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
|
0 |
|
| |||
|
|
| ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| ||
|
0% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
| ||
|
|
|
| |||
8
CUSIP No. 52177G102
| 1 | NAMES OF REPORTING PERSONS |
|
| ||
|
|
|
| |||
|
|
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
|
| (b) | ☐ | |||
|
|
| ||||
| 3 | SEC USE ONLY |
|
| ||
|
|
|
| |||
|
|
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
| ||
|
|
|
| |||
|
|
| ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| ||
| USA |
|
| |||
|
|
| ||||
| NUMBER OF | 7 | SOLE VOTING POWER |
|
| |
| 0 |
|
| |||
|
|
| ||||
| 8 | SHARED VOTING POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
|
0 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
|
0 |
|
| |||
|
|
| ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | ||
|
|
|
| |||
|
|
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| ||
|
0% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
|
| ||
|
|
|
| |||
9
EXPLANATORY NOTE
This Amendment No. 15 (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 13, 2020 (twice), July 16, 2020, July 27, 2020, July 29, 2020, August 13, 2020, August 17, 2020, September 1, 2020, October 7, 2020, October 27, 2020, January 7, 2021, February 1, 2021 and February 17, 2021 by the Reporting Persons (as amended from time to time, the "Schedule 13D") relating to their beneficial ownership in Leaf Group Ltd. (the "Issuer"). 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 is hereby amended to add the following:
On April 7, 2021, the Stockholder Group issued a press release (the "Press Release") regarding the proposed acquisition of the Issuer by Graham Holdings Company ("Graham") announced on April 6, 2021. As stated in the Press Release, the Stockholder Group believes that offer price of $8.50 per share of the Issuer is grossly insufficient and urges the Board to take steps to achieve a higher offering price for the benefit of all of the Issuer's stockholders prior to filing any proxy materials related to the proposed acquisition. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 5. Interest in Securities of the Issuer
Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as follows:
(a) The information set forth in rows 7 through 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference.
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 35,800,651 Shares outstanding, of February 22, 2021, as reported in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 25, 2021.
(b) Osmium Partners and Mr. Lewis may be deemed to share with the Osmium Capital, Osmium Capital II, Osmium Spartan and Osmium Diamond (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 1,059,336 shares of common stock, 433,574 shares of common stock, 438,954 shares of common stock and 882,626 shares of common stock reported herein, respectively.
(c) As of the date hereof, neither Mr. McConnell nor Mr. Mutch owns any shares.
ITEM 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
Exhibit 99.1 The Press Release, dated April 7, 2021
10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 7, 2021
John H. Lewis
Osmium Partners, LLC
Osmium Capital, LP
Osmium Capital II, LP
Osmium Spartan, LP
Osmium Diamond, LP
By: /s/ John H. Lewis
John H. Lewis, for himself and as
Managing Member of Osmium
Partners, LLC, for itself and as
General Partner of Osmium
Capital, LP, Osmium Capital II,
LP and Osmium Spartan, LP