SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Singer Eric

(Last) (First) (Middle)
323 SUNNY ISLES BLVD.
SUITE 700

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2021
3. Issuer Name and Ticker or Trading Symbol
LEAF GROUP LTD. [ LEAF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 2,282,045 I By Viex Opportunities Fund, LP - Series One(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (Obligation to Buy) 02/22/2021 08/21/2021 Common Stock, par value $0.0001 322,700 $4 I By Viex Opportunities Fund, LP - Series One(1)(2)(3)
1. Name and Address of Reporting Person*
Singer Eric

(Last) (First) (Middle)
323 SUNNY ISLES BLVD.
SUITE 700

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
VIEX Opportunities Fund, LP Series One

(Last) (First) (Middle)
323 SUNNY ISLES BLVD.
SUITE 700

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
VIEX GP, LLC

(Last) (First) (Middle)
323 SUNNY ISLES BLVD.
SUITE 700

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
VIEX Capital Advisors, LLC

(Last) (First) (Middle)
323 SUNNY ISLES BLVD.
SUITE 700

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
Explanation of Responses:
1. This Form 3 is filed jointly by VIEX Opportunities Fund, LP - Series One ("Series One"), a series of VIEX Opportunities Fund, LP, VIEX GP, LLC ("VIEX GP"), VIEX Capital Advisors, LLC ("VIEX Capital"), and Eric Singer (collectively, the "Reporting Persons"). The Reporting Persons may be deemed to be members of a Section 13(d) group with Osmium Capital, LP, Osmium Capital II, LP, Osmium Diamond, LP, Osmium Spartan, LP, Osmium Partners, LLC, John Lewis, Oak Investment Partners XI, Limited Partnership, Oak Associates XI, LLC, Oak Investment Partners XII, Limited Partnership, Oak Associates XII, LLC, Oak Management Corporation, Grace A. Ames, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont, Mike McConnell and John Mutch that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock.
2. Securities of Leaf Group Ltd. (the "Issuer") beneficially owned directly by Series One. VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One. VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Series One.
3. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
ERIC SINGER, Name: /s/ Eric Singer 02/22/2021
VIEX OPPORTUNITIES FUND, LP - SERIES ONE, By: VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member 02/22/2021
VIEX GP, LLC, Name: /s/ Eric Singer, Title: Managing Member 02/22/2021
VIEX CAPITAL ADVISORS, LLC, Name: /s/ Eric Singer, Title: Managing Member 02/22/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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