Statement of Changes in Beneficial Ownership (4)
December 20 2019 - 5:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
OAK INVESTMENT PARTNERS XII L P |
2. Issuer Name and Ticker or Trading Symbol
LEAF GROUP LTD.
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LEAF
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
less than 10% owner |
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(Last)
(First)
(Middle)
901 MAIN AVENUE, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2019 |
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(Street)
NORWALK, CT 06851
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/18/2019 | | S(1) | | 58000 (1) | D | $4.0195 | 4340003 (2) | I | See Note (1) |
| Common Stock | 12/19/2019 | | S(1) | | 22000 (1) | D | $4.2618 | 4318003 (3) | I | See Note (1) |
| Common Stock | 12/20/2019 | | S(1) | | 8354 (1) | D | $4.339 | 4309649 (4) | I | See Note (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Represents 58,000, 22,000, 8,354 shares of Common Stock sold by Oak Investment Partners XII, L.P ("Oak XII"). Oak Associates XII, L.L.C. is the General Partner of Oak XII and may be deemed to beneficially own the reported securities. |
| (2) | Represents 2,948,287 shares of Common Stock beneficially owned by Oak Investment Partners XI, L.P. ("Oak XI"), and 1,391,716 shares of Common Stock beneficially owned by Oak XII. |
| (3) | Represents 2,948,287 shares of Common Stock beneficially owned by Oak Investment Partners XI, L.P. ("Oak XI"), and 1,369,716 shares of Common Stock beneficially owned by Oak XII. |
| (4) | Represents 2,948,287 shares of Common Stock beneficially owned by Oak Investment Partners XI, L.P. ("Oak XI"), and 1,361,362 shares of Common Stock beneficially owned by Oak XII. |
Remarks:
This Form 4 report is being filed by Oak XII and Oak Associates XII, L.L.C., Oak XI and Oak Associates XI, L.L.C. (together the "Reporting Persons"). However, each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
OAK INVESTMENT PARTNERS XII L P
901 MAIN AVENUE
SUITE 600
NORWALK, CT 06851 |
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| less than 10% owner |
Oak Investment Partners XI L P
901 MAIN AVENUE
SUITE 600
NORWALK, CT 06851 |
| X |
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Signatures
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| Oak Associates XII, LLC, General Partner of
Oak Investment Partners XII, Limited Partnership | | 12/20/2019 |
| **Signature of Reporting Person | Date |
| Oak Associates XII, LLC | | 12/20/2019 |
| **Signature of Reporting Person | Date |
| Oak Associates XI, LLC, General Partner of
Oak Investment Partners XI, Limited Partnership | | 12/20/2019 |
| **Signature of Reporting Person | Date |
| Oak Associates XI, LLC | | 12/20/2019 |
| **Signature of Reporting Person | Date |
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