Filing Details
- Accession Number:
- 0001062993-20-003487
- Form Type:
- 13D Filing
- Publication Date:
- 2020-07-27 16:38:18
- Filed By:
- Osmium Partners
- Company:
- Leaf Group Ltd. (NYSE:LEAF)
- Filing Date:
- 2020-07-27
- 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 | 1,912,670 | 94,348 | 1,912,670 | 2,007,018 | 7.5% |
| Osmium Partners | 0 | 1,912,670 | 0 | 1,912,670 | 1,912,670 | 7.2% |
| Osmium Capital | 0 | 615,755 | 0 | 615,755 | 615,755 | 2.3% |
| Osmium Capital II | 0 | 254,485 | 0 | 254,485 | 254,485 | 1.0% |
| Osmium Spartan | 0 | 304,304 | 0 | 304,304 | 304,304 | 1.1% |
| Osmium Diamond | 0 | 738,126 | 0 | 738,126 | 738,126 | 2.8% |
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. 5)*
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)
July 27, 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 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 |
|
| ||
| 1,912,670 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 94,348 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 1,912,670 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 2,007,018 |
|
| |||
|
|
| ||||
| 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) |
|
| ||
| 7.5% |
|
| |||
|
|
| ||||
| 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 |
|
| ||
| 1,912,670 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 1,912,670 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 1,912,670 |
|
| |||
|
|
| ||||
| 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) |
|
| ||
| 7.2% |
|
| |||
|
|
| ||||
| 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 |
|
| ||
| 615,755 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 615,755 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 615,755 |
|
| |||
|
|
| ||||
| 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) |
|
| ||
| 2.3% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
| ||
| PN |
|
| |||
|
|
| ||||
5
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 |
|
| ||
| 254,485 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 254,485 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 254,485 |
|
| |||
|
|
| ||||
| 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) |
|
| ||
| 1.0% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
| ||
| PN |
|
| |||
|
|
| ||||
6
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 |
|
| ||
| 304,304 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 304,304 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 304,304 |
|
| |||
|
|
| ||||
| 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) |
|
| ||
| 1.1% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
| ||
| PN |
|
| |||
|
|
| ||||
8
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 |
|
| ||
| 738,126 |
|
| |||
|
|
| ||||
| 9 | SOLE DISPOSITIVE POWER |
|
| ||
| 0 |
|
| |||
|
|
| ||||
| 10 | SHARED DISPOSITIVE POWER |
|
| ||
| 738,126 |
|
| |||
|
|
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| ||
| 738,126 |
|
| |||
|
|
| ||||
| 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) |
|
| ||
| 2.8% |
|
| |||
|
|
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
| ||
| PN |
|
| |||
|
|
| ||||
9
EXPLANATORY NOTE
This Amendment No. 5 (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) and July 16, 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 July 27, 2020, the Investors issued a press release and letter to the Board detailing the case for terminating the Issuer's Chief Executive Officer, Sean Moriarty, and launching a new, robust strategic review process. A copy of the press release and the letter is attached hereto as Exhibit 6.
ITEM 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:
| Exhibit 6 | Press Release and Letter to the Board of Directors, dated July 27, 2020. |
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: July 27, 2020
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
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement |
| Exhibit 2 | Press Release and Letter to Board of Directors, dated June 29, 2020. |
| Exhibit 3 | Press Release and Letter to Board of Directors, dated July 10, 2020. |
| Exhibit 4 | Press Release and Letter to Board of Directors, dated July 13, 2020. |
| Exhibit 5 | Press Release, dated July 16, 2020. |
| Press Release and Letter to Board of Directors, dated July 27, 2020. |