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| LEI | 529900E76PG58ENDMP24 |
| CIK | 1365038 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Demand Media Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35048 LEAF GROUP LTD. (Exact name of registrant as specified in its char |
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| June 15, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 52177G102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Autho |
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| June 14, 2021 |
Second Amended and Restated Bylaws of Leaf Group Ltd. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF LEAF GROUP LTD. (the ?Corporation?) a Delaware Corporation TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 1. Place of Meeting 1 Section 2. Annual Meetings 1 Section 3. Notice of Meeting 1 Section 4. Stockholder List 2 Section 5. Special Meetings 2 Se |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| June 14, 2021 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 25, 2021, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2 |
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| June 14, 2021 |
Graham Holdings Completes Acquisition of Leaf Group Ltd. Exhibit 99.1 Graham Holdings Completes Acquisition of Leaf Group Ltd. ARLINGTON, VA ?June 14, 2021? Graham Holdings Company (NYSE: GHC) reported today that it has closed on the previously announced acquisition of Leaf Group Ltd. (NYSE: LEAF) for $8.50 per share in an all cash transaction valued at approximately $323 million. Headquartered in Santa Monica, CA, Leaf Group is a consumer internet comp |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021 As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021 S-8 POS 1 a21-195664s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. 333-237216 Registration No. 333-231289 Registration No. 333-225138 Registration No. 333-172371 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (FILE NO. 333-237216) FORM S-8 REGISTRATIO |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021 S-8 POS 1 a21-195666s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. 333-237216 Registration No. 333-231289 Registration No. 333-225138 Registration No. 333-172371 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (FILE NO. 333-237216) FORM S-8 REGISTRATIO |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021 As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021 S-8 POS 1 a21-195667s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. 333-237216 Registration No. 333-231289 Registration No. 333-225138 Registration No. 333-172371 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (FILE NO. 333-237216) FORM S-8 REGISTRATIO |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021 As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. |
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| June 14, 2021 |
Amended and Restated Certificate of Incorporation of Leaf Group Ltd. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of LEAF GROUP LTD. ARTICLE I NAME The name of the Corporation is Leaf Group Ltd. (the ?Corporation?). ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The register |
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| June 11, 2021 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2021 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| June 11, 2021 |
Leaf Group Announces Shareholder Approval of Merger Agreement with Graham Holdings Exhibit 99.1 Leaf Group Announces Shareholder Approval of Merger Agreement with Graham Holdings SANTA MONICA, Calif., June 10, 2021 (GLOBE NEWSWIRE) ? Leaf Group (NYSE: LEAF) (?Leaf Group?), a diversified consumer internet company, today announced that, at a special meeting of shareholders held on June 10, 2021, its shareholders approved the Merger Agreement entered into by Leaf Group and Graham H |
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| June 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| June 7, 2021 |
OMF / OneMain Holdings Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 52177G102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Autho |
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| June 4, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| June 4, 2021 |
Press Release, dated June 4, 2021 Exhibit 99.1 Leaf Group Receives Letter from Graham Holdings Graham Holdings Makes Clear It Will Not Raise Merger Consideration of $8.50 Per Share SANTA MONICA, Calif., June 4, 2021 (GLOBE NEWSWIRE) - Leaf Group Ltd. (?Leaf Group? or the ?Company?) (NYSE: LEAF), a diversified consumer internet company, today announced that it received the following letter from Graham Holdings Company (?Graham Hold |
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| June 4, 2021 |
DEFA14A 1 tm212618d13defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction |
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| June 4, 2021 |
Exhibit 99.1 Leaf Group Receives Letter from Graham Holdings Graham Holdings Makes Clear It Will Not Raise Merger Consideration of $8.50 Per Share SANTA MONICA, Calif., June 4, 2021 (GLOBE NEWSWIRE) - Leaf Group Ltd. (?Leaf Group? or the ?Company?) (NYSE: LEAF), a diversified consumer internet company, today announced that it received the following letter from Graham Holdings Company (?Graham Hold |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| May 27, 2021 |
OMF / OneMain Holdings Inc / Madison Avenue Partners, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 1)* Leaf Group Ltd. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 52177G102 (CUSIP Number) Jason Grunfeld Kleinberg, Kapl |
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| May 27, 2021 |
OMF / OneMain Holdings Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 52177G102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive N |
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| May 25, 2021 |
DEFA14A 1 tm212618d9defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a |
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| May 24, 2021 |
DEFA14A 1 tm212618d8defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a |
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| May 21, 2021 |
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. 17)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| May 18, 2021 |
DEFA14A 1 tm212618d7defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a |
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| May 14, 2021 |
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. 14)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 52177G102 (CUSIP Number) STEVE WOLOSKY, ESQ. ELIZABETH |
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| May 14, 2021 |
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. 16)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| May 12, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.001 par value per share, of Leaf Group Ltd., a Delaware corporation. Thi |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 4)1 Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 52177G102 (CUSIP Number) STEVE WOLOSKY, ESQ. ELIZABETH |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? |
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| May 6, 2021 |
Leaf Group Ltd. Reports First Quarter 2021 Results Exhibit 99.1 Leaf Group Ltd. Reports First Quarter 2021 Results SANTA MONICA, CA ? May 6, 2021 ? Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today reported financial results for the first quarter ended March 31, 2021. ? Unaudited Financial Summary (In thousands, except per share amounts) ? ? ? ? ? ? ? ? ? ? ? ? ? ? Three months ended ? ? March 31, ? 2021 2020 Segment Rev |
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| May 6, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? ? FORM 10-Q ? (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2021 ? OR ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission file number 001- |
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| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 ? LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) ? ? ? ? ? ? ? Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporatio |
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| April 30, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 23, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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| April 8, 2021 |
Exhibit 99.1 The Press Release, dated April 7, 2021 STOCKHOLDER GROUP RESPONDS TO PROPOSED ACQUISITION OF THE LEAF GROUP BY GRAHAM HOLDINGS COMPANY Considers Offer of $8. |
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| April 8, 2021 |
Exhibit 99.1 The Press Release, dated April 7, 2021 STOCKHOLDER GROUP RESPONDS TO PROPOSED ACQUISITION OF THE LEAF GROUP BY GRAHAM HOLDINGS COMPANY Considers Offer of $8. |
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| April 8, 2021 |
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 (C |
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| April 8, 2021 |
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. 13)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| April 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| April 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 52177G102 (CUSIP Number) STEVE WOLOSKY, ESQ. ELIZABETH |
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| April 7, 2021 |
The Press Release, dated April 7, 2021. STOCKHOLDER GROUP RESPONDS TO PROPOSED ACQUISITION OF THE LEAF GROUP by Graham Holdings Company Considers Offer of $8. |
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| April 5, 2021 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among Graham Holdings Company, Pacifica Merger Sub, Inc. and Leaf Group Ltd. Dated as of April 3, 2021 TABLE OF CONTENTS Page Article 1 DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Definitional and Interpretative Provisions 15 Article 2 THE MERGER; EFFECTIVE TIME 16 Section 2.1. The Merger 16 Section 2.2. Effect of th |
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| April 5, 2021 |
Form of Leaf Group Ltd. Retention Plan Retention Award Letter Exhibit 10.2 EXHIBIT A LEAF GROUP LTD. RETENTION PLAN AWARD LETTER Date: [?] [Insert Name of Participant] [Insert Address] [Insert City, State, Zip Code] Dear [Insert Name of Participant]: Leaf Group, Ltd. (the ?Company?) is pleased to inform you that you are eligible for a retention bonus under the Leaf Group Ltd. Retention Plan (the ?Plan?). Subject to and in accordance with the terms of the Pla |
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| April 5, 2021 |
Form of Leaf Group Ltd. Retention Plan Exhibit 10.1 Leaf group ltd. RETENTION PLAN 1.?????????????Purpose. Leaf Group Ltd. (the ?Company?) considers it essential to the best interests of its stockholders to induce certain officers and employees to continue their employment with the Company and to encourage such individuals to exert their best efforts toward the completion of the Change in Control (as defined below). Therefore, the Boar |
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| April 5, 2021 |
Exhibit 99.2 Leaf Group to be Acquired by Graham Holdings Company for $8.50 Per Share in All-Cash Transaction Valued at $323 Million Delivers Significant, Immediate Cash Premium of Approximately 21% to Leaf Group Shareholders SANTA MONICA, Calif. ? (GLOBE NEWSWIRE) ? April 5, 2021 ? Leaf Group Ltd. (NYSE: LEAF) (?Leaf Group? or the ?Company?), a diversified consumer internet company, today announc |
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| April 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2021 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| April 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2021 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| April 5, 2021 |
Exhibit 99.1 Execution Version VOTING AND SUPPORT AGREEMENT among GRAHAM HOLDINGS COMPANY and CERTAIN STOCKHOLDERS OF LEAF GROUP LTD. Dated as of April 3, 2021 VOTING AND SUPPORT AGREEMENT dated as of April 3, 2021 (this ?Agreement?), among Graham Holdings Company, a Delaware corporation (?Parent?), and each of the individuals listed on the signature pages hereto (each, a ?Stockholder? and, collec |
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| March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. )* Leaf Group Ltd. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 52177G102 (CUSIP Number) Jason Grunfeld Kleinberg, Kapla |
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| February 25, 2021 |
List of subsidiaries of Leaf Group Ltd. (filed herewith) Exhibit 21.1 Subsidiaries of Leaf Group Ltd. As of December 31, 2020 Subsidiaries State or other jurisdiction of incorporation or organization ? Deny Designs, LLC Delaware Leaf Group Services, LLC Leaf OIYS Delaware Delaware LS Media Holdings, LLC Delaware Other Art Fairs, LLC Delaware Other Art Fairs Ltd England Other Art Fairs Australia Pty Ltd Australia Out of the Box S.A. Argentina Saatchi Onl |
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| February 25, 2021 |
Outside Director Compensation Program (updated as of October 2020) (filed herewith) Exhibit 10.13 Outside Director Compensation Program (Updated as of October 2020) ? The following compensation shall be payable in accordance with the terms set forth below to each Outside Director serving on the Board of Directors (the ?Board?) of Leaf Group Ltd. (the ?Corporation?). ? ? ? ? ? Cash Compensation ? Board Service ? ? ? Annual Retainer: ? $ 50,000 ? ? ? ? Non-Executive Chairman ? ? ? |
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| February 25, 2021 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 25, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 ? LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) ? ? ? ? ? ? ? Delaware 001-35048 20-4731239 (State or other jurisdiction of incorp |
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| February 25, 2021 |
EX-10.12 2 leaf-20201231xex10d12.htm EX-10.12 Exhibit 10.12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 16, 2020 (the “Effective Date”), is entered into by and between Leaf Group Ltd., a Delaware corporation (the “Company”), and Brian Gephart (the “Executive”). WHEREAS, the Executive and the Company previously ent |
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| February 25, 2021 |
Exhibit 99.2 Q4 2020 SHAREHOLDER LETTER FEBRUARY 25, 2021 2 LEAF GROUP | Q4 2020 Shareholder Letter Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 HIGHLIGHTS Q4 2020 FINANCIAL SUMMARY $22.4M $16.0M $34.7M $43.6M $43.7M SOCIETY6 GROUP REVENUE $43.7 Million +95% YoY (Fourth Quarter 2020) |
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| February 25, 2021 |
Leaf Group Ltd. Reports Fourth Quarter and Full Year 2020 Results EX-99.1 2 leaf-20210225xex99d1.htm EX-99.1 Exhibit 99.1 Leaf Group Ltd. Reports Fourth Quarter and Full Year 2020 Results SANTA MONICA, CA – February 25, 2021 – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today reported financial results for the fourth quarter and fiscal year ended December 31, 2020. Financial Summary (In thousands, except per share amounts) (unaudited) |
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| February 17, 2021 |
Indemnification Agreement (Form of) VIEX Opportunities Fund LP - Series One 323 Sunny Isles Blvd, Suite 700 Sunny Isles Beach, Florida 33160 Osmium Partners, LLC 300 Drakes Landing Road Suite 172 Greenbrae, CA 94904 Oak Investment Partners XI, Limited Partnership 901 Main Avenue, Suite 600 Norwalk, CT 06851 February , 2021 [Nominee] [Address line 1] [Address line 2] Re: Leaf Group Ltd. |
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| February 17, 2021 |
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. 14)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| February 17, 2021 |
GROUP AGREEMENT WHEREAS, the undersigned are stockholders, direct or beneficial, of Leaf Group Ltd. |
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| February 17, 2021 |
SC 13D/A 1 formsc13da.htm FORM SC 13D/A 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. 12)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Ti |
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| February 17, 2021 |
EX-12 2 exhibit12.htm EXHIBIT 12 GROUP AGREEMENT WHEREAS, the undersigned are stockholders, direct or beneficial, of Leaf Group Ltd., a Delaware corporation (the "Company"); WHEREAS, VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, "VIEX"); Osmium Partners, LLC, Osmium Capital, LP, Osmium Cap |
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| February 17, 2021 |
Indemnification Agreement (Form of) VIEX Opportunities Fund LP – Series One 323 Sunny Isles Blvd, Suite 700 Sunny Isles Beach, Florida 33160 Osmium Partners, LLC 300 Drakes Landing Road Suite 172 Greenbrae, CA 94904 Oak Investment Partners XI, Limited Partnership 901 Main Avenue, Suite 600 Norwalk, CT 06851 February , 2021 [Nominee] [Address line 1] [Address line 2] Re: Leaf Group Ltd. |
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| February 17, 2021 |
SC 13D/A 1 e620303sc13da-lgl.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class o |
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| February 17, 2021 |
Indemnification Agreement (Form of) VIEX Opportunities Fund LP - Series One 323 Sunny Isles Blvd, Suite 700 Sunny Isles Beach, Florida 33160 Osmium Partners, LLC 300 Drakes Landing Road Suite 172 Greenbrae, CA 94904 Oak Investment Partners XI, Limited Partnership 901 Main Avenue, Suite 600 Norwalk, CT 06851 February , 2021 [Nominee] [Address line 1] [Address line 2] Re: Leaf Group Ltd. |
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| February 17, 2021 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Eric Singer and John H. |
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| February 17, 2021 |
EX-99.4 5 e620303ex99-4.htm POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Eric Singer and John H. Lewis, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Le |
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| February 17, 2021 |
EX-99.2 3 e620303ex99-2.htm JOINDER AGREEMENT JOINDER AGREEMENT This JOINDER AGREEMENT (the “Joinder”) is dated as of February 16, 2021 by and among VIEX Opportunities Fund, LP – Series One, VIEX Opportunities Fund, LP – Series Two (the “Departing Member”), VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, “VIEX”), Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, |
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| February 17, 2021 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Eric Singer and John H. |
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| February 17, 2021 |
JOINDER AGREEMENT This JOINDER AGREEMENT (the "Joinder") is dated as of February 16, 2021 by and among VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two (the "Departing Member"), VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, "VIEX"), Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and John H. |
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| February 17, 2021 |
EX-12 2 exhibit12.htm EXHIBIT 12 GROUP AGREEMENT WHEREAS, the undersigned are stockholders, direct or beneficial, of Leaf Group Ltd., a Delaware corporation (the "Company"); WHEREAS, VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, "VIEX"); Osmium Partners, LLC, Osmium Capital, LP, Osmium Cap |
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| February 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| February 17, 2021 |
EX-13 3 exhibit13.htm EXHIBIT 13 JOINDER AGREEMENT This JOINDER AGREEMENT (the "Joinder") is dated as of February 16, 2021 by and among VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two (the "Departing Member"), VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, "VIEX"), Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Sp |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* LEAF GROUP LTD. (Name of Issuer) Common Stock, PAR VALUE $0.0001 per share (Title of Class of Securities) 52177G102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 1, 2021 |
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. 13)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| January 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 52177G102 (CUSIP Number) STEVE WOLOSKY, ESQ. ELIZABETH |
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| January 20, 2021 |
The Demand, dated January 19, 2021. EX-99.1 2 e620212ex99-1.htm THE DEMAND, DATED JANUARY 19, 2021. VIEX Opportunities Fund, LP – Series One c/o VIEX Capital Advisors, llc 323 Sunny Isles Blvd, Suite 700 Sunny Isles Beach, Florida 33160 January 19, 2021 VIA EMAIL AND OVERNIGHT MAIL Leaf Group Ltd. 1655 26th Street Santa Monica, California 90404 Attn: Corporate Secretary Dear Sir or Madam: VIEX Opportunities Fund, LP – Series One, pa |
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| January 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) LEAF GROUP LTD. (Name of Issuer) Common Stock (Title of Class of Securities) 52177G102 (CUSIP Number) PenderFund Capital Management Ltd. Attn: Gina Jones, Chief Financial Officer 1830-1066 West Hastings St Vancouver, BC, Canada V6E 3X2 Telephone: (236)-521 |
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| January 7, 2021 |
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. 11)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| January 7, 2021 |
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. 11)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| January 7, 2021 |
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. 11)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| January 7, 2021 |
SC 13D/A 1 formsc13da.htm FORM SC 13D/A 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. 12)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Ti |
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| January 6, 2021 |
Exhibit 99.1 Leaf Group Announces Preliminary Fourth Quarter 2020 Results The Company Records Highest Quarterly Revenue in Seven Years; Society6 Group Posts Record Quarterly Revenue and New Customers SANTA MONICA, Calif., – January 6, 2021 – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today provided a financial update. Leaf Group’s fourth quarter 2020 revenue grew over 4 |
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| January 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2021 ? LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) ? ? ? ? ? ? ? Delaware 001-35048 20-4731239 (State or other jurisdiction of incorpor |
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| December 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Leaf Group Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 52177G102 (CUSIP Number) STEVE WOLOSKY, ESQ. ELIZABETH G |
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| December 29, 2020 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of Leaf Group Ltd., a Delaware corporation. This Joint F |
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| December 29, 2020 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| December 18, 2020 |
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. 10) LEAF GROUP LTD. (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| December 14, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File |
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| December 14, 2020 |
Leaf Group Ltd. Regains Compliance with NYSE Continued Listing Standards Exhibit 99.1 Leaf Group Ltd. Regains Compliance with NYSE Continued Listing Standards SANTA MONICA, Calif., December 14, 2020 (GLOBE NEWSWIRE) – Leaf Group Ltd. (NYSE:LEAF) (the “Company”), a diversified consumer internet company, announced today that on December 10, 2020, the Company received written notice from the New York Stock Exchange (“NYSE”) stating that the Company had regained compliance |
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| December 11, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-249476 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2020) 7,145,000 Shares Common Stock We are offering 7,145,000 shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol “LEAF”. On December 9, 2020, the last reported sale price for our common stock on the New York Stock |
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| December 11, 2020 |
Leaf Group Announces Pricing of Public Offering of Common Stock Exhibit 99.1 Leaf Group Announces Pricing of Public Offering of Common Stock SANTA MONICA, Calif., December 10, 2020 (GLOBE NEWSWIRE) – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today announced the pricing of an underwritten registered public offering of 7,145,000 shares of its common stock at a price to the public of $4.20 per share. In addition, Leaf Group granted th |
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| December 11, 2020 |
Exhibit 1.1 LEAF GROUP LTD. (a Delaware corporation) 7,145,000 Shares of Common Stock UNDERWRITING AGREEMENT December 10, 2020 Canaccord Genuity LLC as Representative of the several Underwriters c/o Canaccord Genuity LLC 99 High Street, 12th Floor Boston, MA 02110 Ladies and Gentlemen: Leaf Group Ltd., a Delaware corporation (the “Company”), confirms its agreement with Canaccord Genuity LLC (“Cana |
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| December 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File |
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| December 9, 2020 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS EX-99.1 2 tm2037937d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 In this Exhibit 99.1, unless the context requires otherwise, the words “Leaf Group,” “we,” “company,” “us” and “our” refer to Leaf Group Ltd. and our wholly owned subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Exhibit 99.1 includes forward-looking statements within the meaning of Section 27A of the Securities Act of 19 |
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| December 9, 2020 |
Leaf Group Announces Proposed Public Offering of Common Stock EX-99.2 3 tm2037937d3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Leaf Group Announces Proposed Public Offering of Common Stock SANTA MONICA, Calif., December 9, 2020 (GLOBAL NEWSWIRE) – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. In addition, Leaf Group intends to gr |
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| December 9, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File N |
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| December 9, 2020 |
SUBJECT TO COMPLETION, DATED DECEMBER 9, 2020 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-249476 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective by rule of the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these |
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| December 9, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File N |
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| December 9, 2020 |
EX-3.1 2 tm2037802d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF LEAF GROUP LTD. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2. |
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| November 23, 2020 |
Leaf Group Appoints Harold Logan to Board of Directors Exhibit 99.1 Leaf Group Appoints Harold Logan to Board of Directors SANTA MONICA, Calif., Nov. 23, 2020 (GLOBE NEWSWIRE) – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today announced the appointment of Harold (Hal) Logan to the Company’s Board of Directors, effective November 20, 2020. “Hal brings an extensive background in leading software and information businesses,” s |
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| November 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File |
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| November 9, 2020 |
EX-99.1 2 leaf-20201106xex99d1.htm EX-99.1 Exhibit 99.1 Leaf Group Announces New Appointments to Board of Directors Current Board Member John Pleasants Retires SANTA MONICA, Calif., Nov. 9, 2020 (GLOBE NEWSWIRE) – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today announced the appointment of Rob Krolik and Suzanne Hopgood to Leaf Group’s Board of Directors, effective Nov |
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| November 9, 2020 |
Leaf Group Issues Letter to Shareholders Exhibit 99.2 Leaf Group Issues Letter to Shareholders SANTA MONICA, Calif., November 9, 2020 (GLOBE NEWSWIRE) – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today issued the following letter to its shareholders in response to a recent public letter from a group of Leaf Group shareholders (the “Investor Group”): Dear Valued Shareholders, The Investor Group recently made a |
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| November 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File N |
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| November 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File N |
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| October 29, 2020 |
Leaf Group Ltd. Reports Third Quarter 2020 Results Exhibit 99.1 Leaf Group Ltd. Reports Third Quarter 2020 Results SANTA MONICA, CA – October 29, 2020 – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today reported financial results for the third quarter ended September 30, 2020. , Unaudited Financial Summary (In thousands, except per share amounts) Three months ended Nine months ended September 30, September 30, 2020 2019 |
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| October 29, 2020 |
Exhibit 99.2 Q3 2020 SHAREHOLDER LETTER OCTOBER 29, 2020 2 LEAF GROUP | Q3 2020 Shareholder Letter HIGHLIGHTS Q3 2020 FINANCIAL SUMMARY $19.2M $22.4M $16.0M $34.7M $43.6M SOCIETY6 GROUP REVENUE $43.6 Million +127% YoY (Third Quarter 2020) Until Q3 2020, Leaf Group was comprised of two reporting segments, Marketplaces and Media. With the continued growth of Leaf Group’s Marketplaces segment, Leaf G |
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| October 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35048 LEAF G |
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| October 29, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File N |
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| October 27, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 10)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| October 27, 2020 |
Letter to Board of Directors, dated October 22, 2020. October 22, 2020 Board of Directors Leaf Group Ltd. 1655 26th Street Santa Monica, CA 90404 Dear Members of the Board of Directors of Leaf Group: We are reaching out to you because we have had no contact with the full Board of Directors since June. Over the last two months, we have raised many different ideas with the designated independent committee and have agreed to keep those discussions confi |
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| October 27, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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. 10)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| October 27, 2020 |
Letter to Board of Directors, dated October 22, 2020. October 22, 2020 Board of Directors Leaf Group Ltd. 1655 26th Street Santa Monica, CA 90404 Dear Members of the Board of Directors of Leaf Group: We are reaching out to you because we have had no contact with the full Board of Directors since June. Over the last two months, we have raised many different ideas with the designated independent committee and have agreed to keep those discussions confi |
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| October 27, 2020 |
Letter to Board of Directors, dated October 22, 2020. October 22, 2020 Board of Directors Leaf Group Ltd. 1655 26th Street Santa Monica, CA 90404 Dear Members of the Board of Directors of Leaf Group: We are reaching out to you because we have had no contact with the full Board of Directors since June. Over the last two months, we have raised many different ideas with the designated independent committee and have agreed to keep those discussions confi |
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| October 27, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 11)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| October 27, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment 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. 10)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| October 27, 2020 |
Letter to Board of Directors, dated October 22, 2020. October 22, 2020 Board of Directors Leaf Group Ltd. 1655 26th Street Santa Monica, CA 90404 Dear Members of the Board of Directors of Leaf Group: We are reaching out to you because we have had no contact with the full Board of Directors since June. Over the last two months, we have raised many different ideas with the designated independent committee and have agreed to keep those discussions confi |
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| October 27, 2020 |
LFGR / Leaf Group Ltd. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 |
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| October 27, 2020 |
EX-99.12 Exhibit 12 October 22, 2020 Board of Directors Leaf Group Ltd. 1655 26th Street Santa Monica, CA 90404 Dear Members of the Board of Directors of Leaf Group: We are reaching out to you because we have had no contact with the full Board of Directors since June. Over the last two months, we have raised many different ideas with the designated independent committee and have agreed to keep tho |
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| October 22, 2020 |
1655 26th Street, Santa Monica, CA 90404-4016 · 310-394-6400 October 22, 2020 VIA EDGAR Jan Woo Legal Branch Chief Office of Information Technologies and Services Mail Stop 4561 U. |
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| October 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File N |
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| October 14, 2020 |
Form S-3 (No. 333-249476), filed with the SEC on October 14, 2020 Table of Contents As filed with the Securities and Exchange Commission on October 14, 2020 Registration No. |
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| October 14, 2020 |
As filed with the Securities and Exchange Commission on October 14, 2020 Registration No. |
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| October 7, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 10)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (C |
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| October 7, 2020 |
LFGR / Leaf Group Ltd. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| October 5, 2020 |
Exhibit 99.1 Leaf Group Announces Preliminary Third Quarter 2020 Results Records Highest Quarterly Revenue Growth Rate Since the Company’s 2011 IPO, Highest Quarterly Revenue Since FY2013 Society6 Group Posts Record Quarterly Revenue and New Customers Santa Monica, Calif., – October 5, 2020 – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today provided a financial update. |
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| October 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No |
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| September 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File |
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| September 1, 2020 |
Press Release, dated August 31, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Media Report Confirming that Company's Strategic Review Was a Sham Process Sources Cited in Media Report Describe How Leaf Group Failed to Engage in a True, Good Faith Review Parties Who Have Had or Currently Have Interest in Acquiring All or Parts of Leaf Group May Contact the Investor Group at www. |
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| September 1, 2020 |
EX-99.11 Exhibit 11 Investor Group Owning Over 40% of Leaf Group Comments on Media Report Confirming that Company’s Strategic Review Was a Sham Process Sources Cited in Media Report Describe How Leaf Group Failed to Engage in a True, Good Faith Review Parties Who Have Had or Currently Have Interest in Acquiring All or Parts of Leaf Group May Contact the Investor Group at www.LiberateLeaf.Group LOS |
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| September 1, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D Activist Investment 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. 9)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| September 1, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A 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. 9)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Tit |
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| September 1, 2020 |
Press Release, dated August 31, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Media Report Confirming that Company's Strategic Review Was a Sham Process Sources Cited in Media Report Describe How Leaf Group Failed to Engage in a True, Good Faith Review Parties Who Have Had or Currently Have Interest in Acquiring All or Parts of Leaf Group May Contact the Investor Group at www. |
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| September 1, 2020 |
Press Release, dated August 31, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Media Report Confirming that Company's Strategic Review Was a Sham Process Sources Cited in Media Report Describe How Leaf Group Failed to Engage in a True, Good Faith Review Parties Who Have Had or Currently Have Interest in Acquiring All or Parts of Leaf Group May Contact the Investor Group at www. |
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| September 1, 2020 |
Press Release, dated August 31, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Media Report Confirming that Company's Strategic Review Was a Sham Process Sources Cited in Media Report Describe How Leaf Group Failed to Engage in a True, Good Faith Review Parties Who Have Had or Currently Have Interest in Acquiring All or Parts of Leaf Group May Contact the Investor Group at www. |
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| September 1, 2020 |
LFGR / Leaf Group Ltd. / PEAK6 Investments LLC - FORM SC 13D/A Activist Investment 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. 9)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| September 1, 2020 |
LFGR / Leaf Group Ltd. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| September 1, 2020 |
Press Release, dated August 31, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Media Report Confirming that Company's Strategic Review Was a Sham Process Sources Cited in Media Report Describe How Leaf Group Failed to Engage in a True, Good Faith Review Parties Who Have Had or Currently Have Interest in Acquiring All or Parts of Leaf Group May Contact the Investor Group at www. |
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| September 1, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 9)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| September 1, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 9)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| August 24, 2020 |
Leaf Group Announces Completion of Content Deal with Hearst Newspapers EX-99.1 2 leaf-20200824xex99d1.htm EX-99.1 Exhibit 99.1 Leaf Group Announces Completion of Content Deal with Hearst Newspapers Santa Monica, Calif., – August 24, 2020 – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today announced the completion of the content migration contemplated by the Asset Sale & Services Agreement with Hearst Newspapers and receipt of final payment |
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| August 24, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No |
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| August 18, 2020 |
LFGR / Leaf Group Ltd. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| August 18, 2020 |
EX-99.10 Exhibit 10 Investor Group Owning Over 40% of Leaf Group Comments on Resignation of Fourth Board Member in Five Months Current Board Members Should Evaluate Whether Continued Support of Mr. Moriarty is Worth the Associated Costs The Time for True Board Refreshment – With Participation of Majority of Shareholders – Is Long Overdue LOS ANGELES, August 17, 2020 – Investors owning a majority o |
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| August 17, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 8)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| August 17, 2020 |
Press Release, dated August 17, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Resignation of Fourth Board Member in Five Months Current Board Members Should Evaluate Whether Continued Support of Mr. |
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| August 17, 2020 |
Press Release, dated August 17, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Resignation of Fourth Board Member in Five Months Current Board Members Should Evaluate Whether Continued Support of Mr. |
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| August 17, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 8)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| August 17, 2020 |
LFGR / Leaf Group Ltd. / PEAK6 Investments LLC - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A 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. 8)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Tit |
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| August 17, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment 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. 8)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| August 17, 2020 |
Press Release, dated August 17, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Resignation of Fourth Board Member in Five Months Current Board Members Should Evaluate Whether Continued Support of Mr. |
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| August 17, 2020 |
Press Release, dated August 17, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Resignation of Fourth Board Member in Five Months Current Board Members Should Evaluate Whether Continued Support of Mr. |
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| August 17, 2020 |
Press Release, dated August 17, 2020. Investor Group Owning Over 40% of Leaf Group Comments on Resignation of Fourth Board Member in Five Months Current Board Members Should Evaluate Whether Continued Support of Mr. |
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| August 17, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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. 8)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001-35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No |
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| August 13, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 7)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| August 13, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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. 7)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| August 13, 2020 |
EX-99.9 Exhibit 9 Investor Group Owning Over 40% of Leaf Group Issues Letter Commenting on Company’s Egregious Grant of Compensation to CEO Sean Moriarty The Board’s Off-Cycle, $800,000 Stock Bonus to Mr. Moriarty Comes as More than 60% of Shareholders are Demanding Drastic Changes at Leaf Group Shocked that Board Also Gave Mr. Moriarty a $200,000 Cash Bonus in June, Just Weeks after Receiving a $ |
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| August 13, 2020 |
Press Release and Letter to Board of Directors, dated August 12, 2020. Investor Group Owning Over 40% of Leaf Group Issues Letter Commenting on Company's Egregious Grant of Compensation to CEO Sean Moriarty The Board's Off-Cycle, $800,000 Stock Bonus to Mr. |
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| August 13, 2020 |
LFGR / Leaf Group Ltd. / PEAK6 Investments LLC - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A 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. 7)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Tit |
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| August 13, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment 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. 7)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| August 13, 2020 |
DMD / Demand Media Inc. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| August 13, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 7)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001- 35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No. |
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| July 31, 2020 |
Transcript of the Leaf Group Ltd. Earnings Conference Call Held on July 30, 2020 Exhibit 99.3 Transcript of the Leaf Group Ltd. Earnings Conference Call Held on July 30, 2020 Shawn Milne, VP Corporate Finance and Investor Relations Good afternoon, everyone. On behalf of Leaf Group, welcome to our conference call. I'm pleased to have Sean Moriarty, our Chief Executive Officer; and Brian Gephart, our Chief Accounting Officer and Interim Chief Financial Officer, on the call with |
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| July 31, 2020 |
Leaf Group Ltd. Reports Second Quarter 2020 Results EX-99.1 2 leaf-20200730ex9918e15d3.htm EX-99.1 Exhibit 99.1 Leaf Group Ltd. Reports Second Quarter 2020 Results SANTA MONICA, CA – July 30, 2020 – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today reported financial results for the second quarter ended June 30, 2020. , Unaudited Financial Summary (In thousands, except per share amounts) Three months ended Six months ende |
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| July 31, 2020 |
Exhibit 2.1 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ASSET SALE AND SERVICES AGREEMENT THIS ASSET SALE AND CONTENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the later of the two dates in the below signature block (the “Effective |
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| July 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35048 LEAF GROUP |
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| July 31, 2020 |
Q2 2020 SHAREHOLDER LETTER JULY 30, 2020 Exhibit 99.2 Q2 2020 SHAREHOLDER LETTER JULY 30, 2020 HIGHLIGHTS LEAF GROUP REVENUE $51.0 Million (Second Quarter 2020) LEAF GROUP NET INCOME (LOSS) $0.8 Million (Second Quarter 2020) LEAF GROUP ADJUSTED EBITDA1,2 $2.1 Million (Second Quarter 2020) +42% YoY $(0.2)M Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 MARKETPLACES R |
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| July 30, 2020 |
Presss Release, dated July 29, 2020. Investor Group Owning Over 40% of Leaf Group Warns Board Not to Ignore Clearly Expressed Will of Majority of Shareholders as It Considers Potential Changes LOS ANGELES, July 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 30, 2020 |
LFGR / Leaf Group Ltd. / Peak6 Investments Llc - FORM SC 13D/A Activist Investment 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. 6)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 29, 2020 |
Press Release, dated July 29, 2020. Investor Group Owning Over 40% of Leaf Group Warns Board Not to Ignore Clearly Expressed Will of Majority of Shareholders as It Considers Potential Changes LOS ANGELES, July 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 29, 2020 |
Press Release, dated July 29, 2020. Investor Group Owning Over 40% of Leaf Group Warns Board Not to Ignore Clearly Expressed Will of Majority of Shareholders as It Considers Potential Changes LOS ANGELES, July 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 29, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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. 6)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 29, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 6)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 29, 2020 |
DMD / Demand Media Inc. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| July 29, 2020 |
EX-99.8 Exhibit 8 Investor Group Owning Over 40% of Leaf Group Warns Board Not to Ignore Clearly Expressed Will of Majority of Shareholders as It Considers Potential Changes LOS ANGELES, July 29, 2020 – Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. (“Leaf Group” or the “Company”) (NYSE: LEAF) – including Osmium Partners LLC, PEAK6 Investments LLC, Boyle Capital |
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| July 29, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A 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. 6)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Tit |
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| July 29, 2020 |
Press Release, dated July 29, 2020. Investor Group Owning Over 40% of Leaf Group Warns Board Not to Ignore Clearly Expressed Will of Majority of Shareholders as It Considers Potential Changes LOS ANGELES, July 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 29, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 6)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 29, 2020 |
Press Release, dated July 29, 2020. Investor Group Owning Over 40% of Leaf Group Warns Board Not to Ignore Clearly Expressed Will of Majority of Shareholders as It Considers Potential Changes LOS ANGELES, July 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 27, 2020 |
DMD / Demand Media Inc. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| July 27, 2020 |
Press Release and Letter to Board of Directors, dated July 27, 2020. Investor Group Owning Over 40% of Leaf Group Calls Upon Board to Terminate Underperforming CEO Sean Moriarty Notes that Companies Led by Mr. |
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| July 27, 2020 |
Press Release and Letter to Board of Directors, dated July 27, 2020. Investor Group Owning Over 40% of Leaf Group Calls Upon Board to Terminate Underperforming CEO Sean Moriarty Notes that Companies Led by Mr. |
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| July 27, 2020 |
Press Release and Letter to Board of Directors, dated July 27, 2020. EX-99.6 2 exhibit6.htm EXHIBIT 6 Investor Group Owning Over 40% of Leaf Group Calls Upon Board to Terminate Underperforming CEO Sean Moriarty Notes that Companies Led by Mr. Moriarty Have Destroyed More than a Billion Dollars of Shareholder Value and Leaf Group Suffers from the "Moriarty Discount" Believes Mr. Moriarty Deliberately Thwarted Successful Outcome of Strategic Review Process Urges Comp |
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| July 27, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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 (CU |
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| July 27, 2020 |
Press Release and Letter to Board of Directors, dated July 27, 2020. EX-99.6 2 exhibit6.htm EXHIBIT 6 Investor Group Owning Over 40% of Leaf Group Calls Upon Board to Terminate Underperforming CEO Sean Moriarty Notes that Companies Led by Mr. Moriarty Have Destroyed More than a Billion Dollars of Shareholder Value and Leaf Group Suffers from the "Moriarty Discount" Believes Mr. Moriarty Deliberately Thwarted Successful Outcome of Strategic Review Process Urges Comp |
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| July 27, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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 (CU |
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| July 27, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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 (CU |
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| July 27, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment 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 (CU |
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| July 27, 2020 |
LFGR / Leaf Group Ltd. / Peak6 Investments Llc - FORM SC 13D/A Activist Investment 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 (CU |
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| July 27, 2020 |
Press Release and Letter to Board of Directors, dated July 27, 2020. Investor Group Owning Over 40% of Leaf Group Calls Upon Board to Terminate Underperforming CEO Sean Moriarty Notes that Companies Led by Mr. |
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| July 27, 2020 |
EX-99.7 Exhibit 7 Investor Group Owning Over 40% of Leaf Group Calls Upon Board to Terminate Underperforming CEO Sean Moriarty Notes that Companies Led by Mr. Moriarty Have Destroyed More than a Billion Dollars of Shareholder Value and Leaf Group Suffers from the “Moriarty Discount” Believes Mr. Moriarty Deliberately Thwarted Successful Outcome of Strategic Review Process Urges Company to Run a Ne |
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| July 20, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001- 35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No. |
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| July 20, 2020 |
Leaf Group Releases Response to Letters from Investor Group Exhibit 99.1 Leaf Group Releases Response to Letters from Investor Group SANTA MONICA, Calif., July 20, 2020 (GLOBE NEWSWIRE) – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today issued the following letter to its shareholders in response to recent public letters from a group of Leaf Group Shareholders (the “Investor Group”): Dear Valued Shareholders, Following the releas |
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| July 16, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment 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. 4)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 16, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 4)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 16, 2020 |
EX-99.6 Exhibit 6 Investor Group Comments on Resignation of Leaf Group Board Member Mitchell Stern and Company’s Belated Recognition that Director Charles “Lanny” Baker is Not Independent Company Implicitly Acknowledges that Its Proxy Statement Was False and Its Strategic Review Was Led by a Conflicted Director After Three Board Resignations, Investor Group Cautions the Remaining Directors to Refr |
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| July 16, 2020 |
LFGR / Leaf Group Ltd. / Peak6 Investments Llc - FORM SC 13D/A Activist Investment 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. 4)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 16, 2020 |
DMD / Demand Media Inc. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| July 16, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 4)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 16, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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. 4)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001- 35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| July 13, 2020 |
Press Release and Letter to Board of Directors, dated July 10, 2020. EX-3 2 exhibit3.htm EXHIBIT 3 Investor Group Issues Letter Regarding Recent Conversation with "Independent Committee" of the Board of Leaf Group Group Representing Over 40% of Leaf Shares is Highly Disappointed by Designated Board Members' Refusal to Independently Consider Shareholder Concerns about Company Leadership and Flawed Sale Process "Independent Committee" and Company Counsel Lack True In |
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| July 13, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment 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. 2)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 13, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 3)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 13, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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. 3)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 13, 2020 |
LFGR / Leaf Group Ltd. / Osmium Partners, LLC - FORM SC 13D/A Activist Investment 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. 2)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 13, 2020 |
Press Release and Letter to Board of Directors, dated July 13, 2020. Investor Group Owning Over 40% of Leaf Group Issues Letter Highlighting Material Conflicts Impacting Recently Completed Strategic Review Process Company's Proxy Statement Fails to Disclose Critical Facts About Relationship Between CEO and Chairman of the Strategic Review Committee Leaf Group Improperly Has a Non-Independent Director Serving on its Audit Committee Leaf Group's Board Continues to Muzzle Two Former Directors - and Investor Group Members - Preventing Them from Offering Unvarnished Account of Flawed Strategic Review Process LOS ANGELES, July 13, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 13, 2020 |
Press Release and Letter to Board of Directors, dated July 13, 2020. Investor Group Owning Over 40% of Leaf Group Issues Letter Highlighting Material Conflicts Impacting Recently Completed Strategic Review Process Company's Proxy Statement Fails to Disclose Critical Facts About Relationship Between CEO and Chairman of the Strategic Review Committee Leaf Group Improperly Has a Non-Independent Director Serving on its Audit Committee Leaf Group's Board Continues to Muzzle Two Former Directors - and Investor Group Members - Preventing Them from Offering Unvarnished Account of Flawed Strategic Review Process LOS ANGELES, July 13, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 13, 2020 |
Press Release and Letter to Board of Directors, dated July 13, 2020. Investor Group Owning Over 40% of Leaf Group Issues Letter Highlighting Material Conflicts Impacting Recently Completed Strategic Review Process Company's Proxy Statement Fails to Disclose Critical Facts About Relationship Between CEO and Chairman of the Strategic Review Committee Leaf Group Improperly Has a Non-Independent Director Serving on its Audit Committee Leaf Group's Board Continues to Muzzle Two Former Directors - and Investor Group Members - Preventing Them from Offering Unvarnished Account of Flawed Strategic Review Process LOS ANGELES, July 13, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 13, 2020 |
Press Release and Letter to Board of Directors, dated July 13, 2020. Investor Group Owning Over 40% of Leaf Group Issues Letter Highlighting Material Conflicts Impacting Recently Completed Strategic Review Process Company's Proxy Statement Fails to Disclose Critical Facts About Relationship Between CEO and Chairman of the Strategic Review Committee Leaf Group Improperly Has a Non-Independent Director Serving on its Audit Committee Leaf Group's Board Continues to Muzzle Two Former Directors - and Investor Group Members - Preventing Them from Offering Unvarnished Account of Flawed Strategic Review Process LOS ANGELES, July 13, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 13, 2020 |
Press Release and Letter to Board of Directors, dated July 10, 2020. Investor Group Issues Letter Regarding Recent Conversation with "Independent Committee" of the Board of Leaf Group Group Representing Over 40% of Leaf Shares is Highly Disappointed by Designated Board Members' Refusal to Independently Consider Shareholder Concerns about Company Leadership and Flawed Sale Process "Independent Committee" and Company Counsel Lack True Independence and are Clearly Pre-Disposed to Ignoring Shareholders and Furthering Entrenchment of Incumbent Directors Believes it is Absurd that Committee Members Claim They Know Better than Group Owning Over 40% of Leaf Shares LOS ANGELES, July 10, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 13, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 3)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 13, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment 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. 3)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 13, 2020 |
EX-99.5 Exhibit 5 Investor Group Owning Over 40% of Leaf Group Issues Letter Highlighting Material Conflicts Impacting Recently Completed Strategic Review Process Company’s Proxy Statement Fails to Disclose Critical Facts About Relationship Between CEO and Chairman of the Strategic Review Committee Leaf Group Improperly Has a Non-Independent Director Serving on its Audit Committee Leaf Group’s Boa |
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| July 13, 2020 |
LFGR / Leaf Group Ltd. / Peak6 Investments Llc - FORM SC 13D/A Activist Investment 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. 3)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 13, 2020 |
DMD / Demand Media Inc. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A 1 d946260dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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 35th Floor Boston, Massachusetts 02110 |
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| July 13, 2020 |
Press Release and Letter to Board of Directors, dated July 13, 2020. Investor Group Owning Over 40% of Leaf Group Issues Letter Highlighting Material Conflicts Impacting Recently Completed Strategic Review Process Company's Proxy Statement Fails to Disclose Critical Facts About Relationship Between CEO and Chairman of the Strategic Review Committee Leaf Group Improperly Has a Non-Independent Director Serving on its Audit Committee Leaf Group's Board Continues to Muzzle Two Former Directors - and Investor Group Members - Preventing Them from Offering Unvarnished Account of Flawed Strategic Review Process LOS ANGELES, July 13, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 10, 2020 |
Press Release and Letter to Board of Directors, dated July 10, 2020. Investor Group Issues Letter Regarding Recent Conversation with "Independent Committee" of the Board of Leaf Group Group Representing Over 40% of Leaf Shares is Highly Disappointed by Designated Board Members' Refusal to Independently Consider Shareholder Concerns about Company Leadership and Flawed Sale Process "Independent Committee" and Company Counsel Lack True Independence and are Clearly Pre-Disposed to Ignoring Shareholders and Furthering Entrenchment of Incumbent Directors Believes it is Absurd that Committee Members Claim They Know Better than Group Owning Over 40% of Leaf Shares LOS ANGELES, July 10, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 10, 2020 |
LFGR / Leaf Group Ltd. / Peak6 Investments Llc - FORM SC 13D/A Activist Investment 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. 2)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 10, 2020 |
Press Release and Letter to Board of Directors, dated July 10, 2020. Investor Group Issues Letter Regarding Recent Conversation with "Independent Committee" of the Board of Leaf Group Group Representing Over 40% of Leaf Shares is Highly Disappointed by Designated Board Members' Refusal to Independently Consider Shareholder Concerns about Company Leadership and Flawed Sale Process "Independent Committee" and Company Counsel Lack True Independence and are Clearly Pre-Disposed to Ignoring Shareholders and Furthering Entrenchment of Incumbent Directors Believes it is Absurd that Committee Members Claim They Know Better than Group Owning Over 40% of Leaf Shares LOS ANGELES, July 10, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 10, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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. 2)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 10, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 2)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| July 10, 2020 |
Press Release and Letter to Board of Directors, dated July 10, 2020. Investor Group Issues Letter Regarding Recent Conversation with "Independent Committee" of the Board of Leaf Group Group Representing Over 40% of Leaf Shares is Highly Disappointed by Designated Board Members' Refusal to Independently Consider Shareholder Concerns about Company Leadership and Flawed Sale Process "Independent Committee" and Company Counsel Lack True Independence and are Clearly Pre-Disposed to Ignoring Shareholders and Furthering Entrenchment of Incumbent Directors Believes it is Absurd that Committee Members Claim They Know Better than Group Owning Over 40% of Leaf Shares LOS ANGELES, July 10, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group Ltd. |
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| July 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001- 35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| July 10, 2020 |
DMD / Demand Media Inc. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| July 10, 2020 |
EX-99.4 Exhibit 4 Investor Group Issues Letter Regarding Recent Conversation with “Independent Committee” of the Board of Leaf Group Group Representing Over 40% of Leaf Shares is Highly Disappointed by Designated Board Members’ Refusal to Independently Consider Shareholder Concerns about Company Leadership and Flawed Sale Process “Independent Committee” and Company Counsel Lack True Independence a |
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| July 2, 2020 |
Leaf Group Releases Letter to Shareholders Exhibit 99.2 Leaf Group Releases Letter to Shareholders SANTA MONICA, Calif., July 2, 2020 (GLOBE NEWSWIRE) – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today issued the following letter to its shareholders: Dear Valued Shareholders, Earlier this week, a group of Leaf Group shareholders (the “Investor Group”) publicized a letter to the Company's Board of Directors expre |
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| July 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2020 LEAF GROUP LTD. (Exact name of Registrant as specified in its charter) Delaware 001- 35048 20-4731239 (State or other jurisdiction of incorporation) (Commission File No.) |
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| July 2, 2020 |
Exhibit 99.1 Leaf Group Announces Preliminary Second Quarter 2020 Results Records Highest Quarterly Revenue Growth Rate Since Q1 2011, Highest Quarterly Revenue Since 2013 Society6 Group and Saatchi Art Group Both Post Record Quarterly Revenue and New Customers Santa Monica, Calif., – July 2, 2020 – Leaf Group Ltd. (NYSE: LEAF), a diversified consumer internet company, today provided a financial u |
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| June 30, 2020 |
LFGR / Leaf Group Ltd. / Generation Partners II LLC - FORM SC 13D/A Activist Investment 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. 1)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| June 30, 2020 |
LFGR / Leaf Group Ltd. / Oak Investment Partners XI L P - FORM SC 13D/A Activist Investment 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. 1)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| June 30, 2020 |
LFGR / Leaf Group Ltd. / Peak6 Investments Llc - FORM SC 13D/A Activist Investment 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. )* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CUS |
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| June 30, 2020 |
Press Release and Letter to Board of Directors, dated June 29, 2020. Major Investors Representing Over 40% of Shares Deliver Letter to Leaf Group Believe Leaf Group Is Deeply Undervalued and Significant Opportunities Exist to Unlock Trapped Value Stunned by Extent to Which the Company Has Disregarded Shareholders' Rights and Believe Significant Corporate Governance Changes and Removal of the CEO Are Required to Align Company with Shareholders' Interests Propose That Leaf Group Must Immediately Restart Process to Sell Media and Marketplace Assets in One or More Transactions Los Angeles, June 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group, Ltd. |
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| June 30, 2020 |
DMD / Demand Media Inc. / Spectrum Equity Investors V L P - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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 35th Floor Boston, Massachusetts 02110 (617) 464-4600 (Name, Address |
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| June 30, 2020 |
Press Release and Letter to Board of Directors, dated June 29, 2020. Major Investors Representing Over 40% of Shares Deliver Letter to Leaf Group Believe Leaf Group Is Deeply Undervalued and Significant Opportunities Exist to Unlock Trapped Value Stunned by Extent to Which the Company Has Disregarded Shareholders' Rights and Believe Significant Corporate Governance Changes and Removal of the CEO Are Required to Align Company with Shareholders' Interests Propose That Leaf Group Must Immediately Restart Process to Sell Media and Marketplace Assets in One or More Transactions Los Angeles, June 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group, Ltd. |
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| June 30, 2020 |
Press Release and Letter to Board of Directors, dated June 29, 2020. Major Investors Representing Over 40% of Shares Deliver Letter to Leaf Group Believe Leaf Group Is Deeply Undervalued and Significant Opportunities Exist to Unlock Trapped Value Stunned by Extent to Which the Company Has Disregarded Shareholders' Rights and Believe Significant Corporate Governance Changes and Removal of the CEO Are Required to Align Company with Shareholders' Interests Propose That Leaf Group Must Immediately Restart Process to Sell Media and Marketplace Assets in One or More Transactions Los Angeles, June 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group, Ltd. |
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| June 30, 2020 |
LFGR / Leaf Group Ltd. / Boyle Capital Opportunity Fund, LP - FORM SC 13D/A Activist Investment 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. 1)* LEAF GROUP LTD. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 52177G102 (CU |
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| June 30, 2020 |
Press Release and Letter to Board of Directors, dated June 29, 2020. Major Investors Representing Over 40% of Shares Deliver Letter to Leaf Group Believe Leaf Group Is Deeply Undervalued and Significant Opportunities Exist to Unlock Trapped Value Stunned by Extent to Which the Company Has Disregarded Shareholders' Rights and Believe Significant Corporate Governance Changes and Removal of the CEO Are Required to Align Company with Shareholders' Interests Propose That Leaf Group Must Immediately Restart Process to Sell Media and Marketplace Assets in One or More Transactions Los Angeles, June 29, 2020 - Investors owning over 40% of the issued and outstanding shares of Leaf Group, Ltd. |
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| June 30, 2020 |
Press Release and Letter to Board of Directors, dated June 29, 2020. EX-2 2 exhibit2.htm EXHIBIT 2 Major Investors Representing Over 40% of Shares Deliver Letter to Leaf Group Believe Leaf Group Is Deeply Undervalued and Significant Opportunities Exist to Unlock Trapped Value Stunned by Extent to Which the Company Has Disregarded Shareholders' Rights and Believe Significant Corporate Governance Changes and Removal of the CEO Are Required to Align Company with Share |
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| June 30, 2020 |
Major Investors Representing Over 40% of Shares Deliver Letter to Leaf Group EX-99.3 2 d907651dex993.htm EX-99.3 Exhibit 3 Major Investors Representing Over 40% of Shares Deliver Letter to Leaf Group Believe Leaf Group Is Deeply Undervalued and Significant Opportunities Exist to Unlock Trapped Value Stunned by Extent to Which the Company Has Disregarded Shareholders’ Rights and Believe Significant Corporate Governance Changes and Removal of the CEO Are Required to Align Co |
