SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 3)*

LEAF GROUP LTD.
(Name of Issuer)

Common Stock, par value $0.0001
(Title of Class of Securities)

52177G102
(CUSIP Number)

Osmium Partners, LLC
300 Drakes Landing Road, Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 16, 2019
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 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		1,967,795
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power
		1,967,795

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,967,795(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)
	7.6 %
12.	Type of Reporting Person (See Instructions)
	IN

⁽¹⁾ Reflects a maximum of 711,700 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		1,967,795
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power
		1,967,795

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,967,795(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)
	7.6 %
12.	Type of Reporting Person (See Instructions)
	IA, OO

⁽¹⁾ Reflects a maximum of 711,700 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		867,412
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power
		867,412

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	867,412(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)
	3.4%
12.	Type of Reporting Person (See Instructions)
	PN

⁽¹⁾ Reflects a maximum of 310,000 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		370,168
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power
		370,168

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	370,168 (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 145,000 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		321,497
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power
		321,497

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	321,497 (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)
	1.2%
12.	Type of Reporting Person (See Instructions)
	PN

⁽¹⁾ Reflects a maximum of 115,000 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		408,718
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power
		408,718

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	408,718 (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)
	1.6%
12.	Type of Reporting Person (See Instructions)
	PN

⁽¹⁾ Reflects a maximum of 141,700 shares of Common Stock that may be acquired pursuant to options held by Osmium Diamond, LP.

EXPLANATORY NOTE

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 4, 2019, as amended on March 4, 2019, and as amended on March 13, 2019, by the Reporting Persons (as amended from time to time, the “Schedule 13D”) relating to their beneficial ownership in Leaf Group Ltd. (“Leaf” or the “Issuer”). Except to the extent set forth in this Amendment, all information disclosed in the Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

ITEM 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:

On April 16, 2019, John H. Lewis and Osmium Partners LLC issued an open letter to the Board of Directors of Leaf (the “Board”) indicating its determination not to engage in a proxy contest for election of directors in connection with the Issuer’s 2019 annual meeting of stockholders. A copy of the letter is attached as Exhibit 5 hereto and is incorporated herein by reference.

The Reporting Persons continue to engage in communications with management and the Board regarding corporate governance and Board matters.

ITEM 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:

Exhibit 5 Letter to Board of Directors, dated April 16, 2019.

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: April 16, 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 and Osmium Spartan, LP

EXHIBIT INDEX

Exhibit 1	Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed by John H. Lewis, Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP on February 4, 2019).
Exhibit 2	Letter to Board of Directors, dated March 4, 2019 (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed by John H. Lewis, Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP on March 4, 2019).
Exhibit 3	Letter to Board of Directors, dated March 12, 2019.
Exhibit 4	Form of Nomination Agreement.
Exhibit 5	Letter to Board of Directors, dated April 16, 2019.

EX-5

300 Drakes Landing Road #172 Greenbrae, CA 94904 Land: (415) 747 8698  Fax: (415) 747 8979 main@osmiumpartners.com  www.osmiumpartners.com

Dear Leaf Directors,

Our primary focus of running a proxy contest was to push for additional highly qualified board members and to pursue a sale of the company. Given Leaf's press release from April 15^th of exploring a sale and adding Lanny Baker to the board, we are cautiously optimistic that the board is listening to their owners. Given this progress, Osmium has chosen to not run a proxy contest for Leaf Group for 2019 annual meeting.

1. We think Lanny Baker will make an excellent addition to Leaf's Board. We have a longstanding relationship with Lanny as we were one of the largest shareholders in Zip Realty (ZIPR) while he was CEO. Zip Realty sold for approximately +135% premium to market. GCA Advisors, LLC was the advisor on the Zip Realty transaction. We are encouraged that both GCA and Lanny are on the same team to explore undertaking a sale process at Leaf Group.
    

2. We are also pleased to see that other "significant stockholders" supported our point of view: "Also during March and April 2019, the Company and its advisors had discussions with the Company's significant stockholders to understand their views on the Company its business, strategy and prospects and certain governance matters.  In these discussions, certain stockholders informed the Company that they believed that the Company should explore strategic alternatives, including a potential sale of the Company. The results of these discussions were shared with the Board.  In a series of meetings, the Board discussed the Company's business strategies and prospects, as well as whether the Company should explore strategic alternatives and whether to it should publicly announce that it would explore strategic alternatives." (source: Leaf Proxy Statement filed April 15, 2019 page 7)

We will continue to stay highly engaged to see the process through and remain an active Schedule 13D filer on our investment in Leaf Group.

1. We continue to take an eyes wide open approach and if needed will publish letters after earnings releases highlighting concerns, successes, and questions.
   1. Leaf has a staggered board of directors. As is best corporate practice, after the 2019 election, each director should stand for election every year. 
   2. Despite being a sub $200 million market cap, the company does not take buy side questions on their quarterly earnings calls. This is a highly unusual process.
       

2. We will cease our public campaign to create and unlock shareholder value at Leaf Group when the company achieves the following:
   1. Removes the staggered board and has an annual election for all directors

1. Agrees to better transparency by accepting buy-side questions on their quarterly earnings calls
2. Agrees to not issue any primary shares of Leaf Group below $14 per share
3. Achieves peer growth rates WITH peer profit margins
4. Or full sale of company

Sincerely,

John H. Lewis