0001104659-21-081712.txt : 20210616
0001104659-21-081712.hdr.sgml : 20210616
20210616060748
ACCESSION NUMBER: 0001104659-21-081712
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: Logan Harold J
CENTRAL INDEX KEY: 0001834047
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35048
FILM NUMBER: 211020435
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
tm2119753-3_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-06-14
1
0001365038
LEAF GROUP LTD.
LEAF
0001834047
Logan Harold J
1655 26TH ST
SANTA MONICA
CA
90404
1
0
0
0
Common Stock
2021-06-14
4
D
0
14368
D
0
D
Stock Option (right to buy)
5.22
2021-06-14
4
D
0
25371
D
2030-11-19
Common Stock
25371
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 14,368 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 Harold J. Logan
2021-06-16