Statement of Changes in Beneficial Ownership (4)
June 16 2021 - 5:20AM
Edgar (US Regulatory)
FORM 4
[X]
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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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
*
MORIARTY SEAN P |
2. Issuer Name and Ticker or Trading Symbol
LEAF GROUP LTD.
[
LEAF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
1655 26TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/14/2021 |
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(Street)
SANTA MONICA, CA 90404
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 6/14/2021 | | D(1) | | 687936 | D | (1) | 0 (2) | D | |
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) | This Form 4 reports securities disposed of pursuant to the terms of that certain Agreement and Plan of Merger, dated as of April 3, 2021, by and among Graham Holdings Company ("Parent"), Pacifica Merger Sub, Inc. ("Merger Sub") and the Issuer, pursuant to which Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving as a wholly owned subsidiary of Parent effective as of June 14, 2021. At the effective time of the Merger, (a) each issued and outstanding share of common stock of the Issuer, (b) each unvested restricted stock award of the Issuer ("Unvested Company RSU Award") and (c) each vested restricted stock award of the Issuer ("Vested Company RSU Award" and together with the Unvested Company RSU Awards, collectively, the "RSUs") held by the reporting person was cancelled and converted into the right to receive $8.50 in cash, net of applicable withholding taxes and without interest. |
| (2) | Includes 250,001 unvested RSUs. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MORIARTY SEAN P
1655 26TH STREET
SANTA MONICA, CA 90404 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Adam Wergeles, as attorney-in-fact for Sean P. Moriarty | | 6/16/2021 |
| **Signature of Reporting Person | Date |
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