Statement of Ownership (sc 13g)

Date : 10/28/2019 @ 9:27PM
Source : Edgar (US Regulatory)
Stock : Leaf Group Ltd (LEAF)
Quote : 4.08  0.27 (7.09%) @ 9:01PM
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Statement of Ownership (sc 13g)


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)

*

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.

            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

1. Names of Reporting Persons.
  I.R.S. Identification Nos. of above persons (entities only).
   
  John H. Lewis
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) [   ] (b) [X]
   
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  United States
  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
owned by   1,605,159
Each 7. Sole Dispositive Power
Reporting    
Person   0
With: 8. Shared Dispositive Power
     
    1,605,159
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
 

1,605,159(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
 

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
 

6.2%

12.

Type of Reporting Person (See Instructions)

   
 

IN

(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

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
 

Osmium Partners, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
 

Delaware

  5. Sole Voting Power
        
Number of   0
Shares 6. Shared Voting Power
Beneficially     
owned by   1,605,159
Each 7. Sole Dispositive Power
Reporting     
Person   0
With: 8. Shared Dispositive Power
     
    1,605,159
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
 

1,605,159(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
 

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
 

6.2%

12.

Type of Reporting Person (See Instructions)

   
 

IA, OO

(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

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Capital, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
 

Delaware

  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
owned by   694,492
Each 7. Sole Dispositive Power
Reporting     
Person   0
With: 8. Shared Dispositive Power
     
    694,492
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
 

694,492(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
 

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
 

2.7%

12.

Type of Reporting Person (See Instructions)

   
 

PN

(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

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Capital II, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
 

Delaware

  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
owned by   279,915
Each 7. Sole Dispositive Power
Reporting    
Person 0
With: 8. Shared Dispositive Power
     
    279,915
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
 

279,915(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
 

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
 

1.1%

12.

Type of Reporting Person (See Instructions)

   
 

PN

(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

1.

Names of Reporting Persons.

 

I.R.S. Identification Nos. of above persons (entities only).

   
 

Osmium Spartan, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
 

Delaware

  5. Sole Voting Power
      
Number of   0
Shares 6. Shared Voting Power
Beneficially    
owned by   254,191
Each 7. Sole Dispositive Power
Reporting    
Person   0
With: 8. Shared Dispositive Power
     
     254,191
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
 

254,191(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
 

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
 

1.0%

12.

Type of Reporting Person (See Instructions)

   
 

PN

(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

1.

Names of Reporting Persons.

 

I.R.S. Identification Nos. of above persons (entities only).

   
 

Osmium Diamond, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
 

Delaware

  5 Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
owned by   376,561
Each 7. Sole Dispositive Power
Reporting    
Person   0
With: 8. Shared Dispositive Power
     
    376,561
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
 

376,561(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
 

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
 

1.4%

12.

Type of Reporting Person (See Instructions)

   
 

PN

(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.

(a)

The name of the issuer is Leaf Group Ltd. (the “Issuer”).

   
(b)

The principal executive offices of the Issuer are located at 1655 26th Street, Santa Monica, CA 90404.

Item 2.

(a)

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.

   
(b)

The Principal Business Office of the Filers is 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904.

   
(c)

For citizenship information see Item 4 of the cover sheet of each Filer.

   
(d)

This Statement relates to the Common Stock of the Issuer.

   
(e)

The CUSIP Number of the Common Stock of the Issuer is 52177G102.

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

John H. Lewis  
Osmium Partners, LLC  
Osmium Capital, LP  
Osmium Capital II, LP  
Osmium Spartan, LP  
Osmium Diamond, LP  
   
By: /s/ John H. Lewis                                                                          
John H. Lewis, for himself and as  
Managing Member of Osmium  
Partners, LLC, for itself and as  
General Partner of Osmium  
Capital, LP, Osmium Capital II,  
LP , Osmium Spartan, LP and Osmium Diamond,  
LP  


EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement (Filed herewith)


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

  John H. Lewis
  Osmium Partners, LLC
  Osmium Capital, LP
  Osmium Capital II, LP
  Osmium Spartan, LP
  Osmium Diamond, LP
   
  By: /s/ John H. Lewis       
  John H. Lewis, for himself and as
  Managing Member of Osmium Partners,
  LLC, for itself and as General Partner of
  Osmium Capital, LP, Osmium Capital II, LP,
  Osmium Spartan, LP and Osmium Diamond, LP


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