Statement of Ownership (sc 13g)
October 28 2019 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
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
(CUSIP Number)
October 17, 2019
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 52177G102
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons
(entities only).
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John H. Lewis
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2.
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a) [ ] (b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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owned by
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1,605,159
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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0
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With:
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8.
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Shared Dispositive Power
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1,605,159
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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1,605,159(1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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6.2%
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12.
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Type of Reporting Person (See Instructions)
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IN
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(1) Reflects a maximum of 477,100 shares of Common
Stock that may be acquired pursuant to options held by the Reporting
Persons.
CUSIP No. 52177G102
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Partners, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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owned by
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1,605,159
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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0
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With:
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8.
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Shared Dispositive Power
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1,605,159
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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1,605,159(1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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6.2%
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12.
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Type of Reporting Person (See Instructions)
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IA, OO
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(1) Reflects a maximum of 477,100 shares of Common
Stock that may be acquired pursuant to options held by the Reporting
Persons.
CUSIP No. 52177G102
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Capital, LP
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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owned by
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694,492
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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0
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With:
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8.
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Shared Dispositive Power
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694,492
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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694,492(1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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2.7%
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12.
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Type of Reporting Person (See Instructions)
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PN
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(1) Reflects a maximum of 195,400 shares of Common
Stock that may be acquired pursuant to options held by Osmium Capital, LP.
CUSIP No. 52177G102
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Capital II, LP
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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owned by
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279,915
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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0
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With:
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8.
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Shared Dispositive Power
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279,915
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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279,915(1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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1.1%
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12.
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Type of Reporting Person (See Instructions)
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PN
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(1) Reflects a maximum of 68,600 shares of Common
Stock that may be acquired pursuant to options held by Osmium Capital II, LP.
CUSIP No. 52177G102
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Spartan, LP
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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owned by
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254,191
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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0
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With:
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8.
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Shared Dispositive Power
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254,191
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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254,191(1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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1.0%
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12.
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Type of Reporting Person (See Instructions)
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PN
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(1) Reflects a maximum of 101,500 shares of Common
Stock that may be acquired pursuant to options held by Osmium Spartan, LP.
CUSIP No. 52177G102
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Diamond, LP
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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5
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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owned by
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376,561
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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0
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With:
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8.
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Shared Dispositive Power
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376,561
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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376,561(1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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1.4%
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12.
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Type of Reporting Person (See Instructions)
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PN
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(1) Reflects a maximum of 111,600 shares of Common
Stock that may be acquired pursuant to options held by Osmium Diamond, LP.
Item 1.
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(a)
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The name of the issuer is Leaf Group Ltd. (the
“Issuer”).
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(b)
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The principal executive offices of the Issuer are located
at 1655 26th Street, Santa Monica, CA
90404.
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Item 2.
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(a)
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This statement (this “Statement”) is being filed by John
H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware
limited liability company (“Osmium Partners”), which serves as the general
partner of Osmium Capital, LP, a Delaware limited partnership (the “Fund”)
and Osmium Capital II, LP, a Delaware limited partnership (“Fund II”),
Osmium Spartan, LP, a Delaware limited partnership (“Fund III”) and Osmium
Diamond, LP, a Delaware limited partnership (“Fund IV”) (all of the
foregoing, collectively, the “Filers”). The Fund, Fund II, Fund III and
Fund IV are private investment vehicles formed for the purpose of
investing and trading in a wide variety of securities and financial
instruments. Mr. Lewis and Osmium Partners may be deemed to share with the
Fund, Fund II, Fund III and Fund IV (and not with any third party) voting
and dispositive power with respect to such shares. Each Filer disclaims
beneficial ownership with respect to any shares other than the shares
owned directly by such Filer.
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(b)
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The Principal Business Office of the Filers is 300 Drakes
Landing Road, Suite 172, Greenbrae, CA 94904.
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(c)
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For citizenship information see Item 4 of the cover sheet
of each Filer.
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(d)
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This Statement relates to the Common Stock of the
Issuer.
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(e)
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The CUSIP Number of the Common Stock of the Issuer is
52177G102.
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Item 3.
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item
2. The percentage ownership of each Filer is based on 26,070,117 Shares of
Common Stock of the Issuer.
Item 5. Ownership of Five Percent
or Less of a Class
Not applicable.
Item 6. Ownership of More than Five
Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company.
Not applicable.
Item 8. Identification and
Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 28, 2019
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John H. Lewis
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Osmium Partners, LLC
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Osmium Capital, LP
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Osmium Capital II, LP
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Osmium Spartan, LP
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Osmium Diamond, LP
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By: /s/ John H.
Lewis
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John H. Lewis, for himself and as
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Managing Member of Osmium
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Partners, LLC, for itself and as
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General Partner of Osmium
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Capital, LP, Osmium Capital II,
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LP , Osmium Spartan, LP and Osmium Diamond,
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LP
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EXHIBIT INDEX
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) 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 13G (including
amendments thereto) with respect to Common Stock of the Leaf Group Ltd., and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filing. In evidence thereof, the undersigned hereby execute this
Agreement.
Dated: October 28, 2019
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John H. Lewis
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Osmium Partners, LLC
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Osmium Capital, LP
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Osmium Capital II, LP
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Osmium Spartan, LP
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Osmium Diamond, LP
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By: /s/ John H.
Lewis
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John H. Lewis, for himself and as
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Managing Member of Osmium Partners,
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LLC, for itself and as General Partner of
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Osmium Capital, LP, Osmium Capital II, LP,
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Osmium Spartan, LP and Osmium Diamond, LP
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