0001104659-21-081703.txt : 20210616 0001104659-21-081703.hdr.sgml : 20210616 20210616060340 ACCESSION NUMBER: 0001104659-21-081703 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210614 FILED AS OF DATE: 20210616 DATE AS OF CHANGE: 20210616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benton Deborah A CENTRAL INDEX KEY: 0001765795 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 211020420 MAIL ADDRESS: STREET 1: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LEAF GROUP LTD. CENTRAL INDEX KEY: 0001365038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 204731239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: (310) 917-6400 MAIL ADDRESS: STREET 1: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: DEMAND MEDIA INC. DATE OF NAME CHANGE: 20100707 FORMER COMPANY: FORMER CONFORMED NAME: Demand Media Inc DATE OF NAME CHANGE: 20060605 4 1 tm2119753-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-06-14 1 0001365038 LEAF GROUP LTD. LEAF 0001765795 Benton Deborah A 1655 26TH STREET SANTA MONICA CA 90404 1 0 0 0 Common Stock 2021-06-14 4 D 0 16532 D 0 D Stock Option (right to buy) 5.73 2021-06-14 4 D 0 11666 D 2030-11-01 Common Stock 11666 0 D Stock Option (right to buy) 7.51 2021-06-14 4 D 0 22228 D 2029-01-28 Common Stock 22228 0 D 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 (the "Merger Agreement"), 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 (the "Effective Time"), (a) each issued and outstanding share of common stock of the Issuer ("Company Common Stock"), (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 (the "Merger Consideration"), net of applicable withholding taxes and without interest. Includes 6,862 unvested RSUs. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock ("Company Option") whether vested and exercisable immediately prior to the Effective Timeor unvested , was cancelled and, in consideration thereof, the holder of such Company Option received an amount (such amount, the "Company Option Consideration") in cash equal to, subject to applicable tax withholding, the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock underlying such Company Option, multiplied by (ii) the total number of shares of Company Common Stock subject to such Company Option. /s/ Adam Wergeles, as Attorney-in-Fact for Deborah A. Benton 2021-06-16