SC 13D/A

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

2,259,188

Sole Dispositive Power

0

Shared Dispositive Power

2,259,188

0001193125-20-278545.txt : 20201027 0001193125-20-278545.hdr.sgml : 20201027 20201027165358 ACCESSION NUMBER: 0001193125-20-278545 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201027 DATE AS OF CHANGE: 20201027 GROUP MEMBERS: BRION B. APPLEGATE GROUP MEMBERS: CHRISTOPHER T. MITCHELL GROUP MEMBERS: SEA V MANAGEMENT, LLC GROUP MEMBERS: SPECTRUM EQUITY ASSOCIATES V, L.P. GROUP MEMBERS: SPECTRUM V INVESTMENT MANAGERS' FUND, L.P. GROUP MEMBERS: VICTOR E. PARKER, JR. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86670 FILM NUMBER: 201264717 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Equity Investors V L P CENTRAL INDEX KEY: 0001320123 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE 29TH FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-464-4600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE 29TH FL CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 d45277dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Leaf Group Ltd.

(Name of Issuer)

Common Stock, par value $0.0001 par value

(Title of Class of Securities)

52177G 102

(CUSIP Number)

Carolina Picazo

Spectrum Equity

One International Place

35^th Floor

Boston, Massachusetts 02110

(617) 464-4600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 22, 2020

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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, as amended (“Act”) 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. 52177G 102


1.	Names of Reporting Persons. Spectrum Equity Investors V, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,259,188
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,259,188
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,259,188
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 8.4%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 52177G 102


1.		Names of Reporting Persons. Spectrum Equity Associates V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 52177G 102


1.		Names of Reporting Persons. SEA V Management, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 52177G 102


1.		Names of Reporting Persons. Spectrum V Investment Managers’ Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 52177G 102


1.		Names of Reporting Persons. Brion B. Applegate
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States of America

CUSIP No. 52177G 102


1.	Names of Reporting Persons. Christopher T. Mitchell
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,270,540
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,270,540
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,270,540
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 8.5%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 52177G 102


1.	Names of Reporting Persons. Victor E. Parker, Jr.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,270,540
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,270,540
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,270,540
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 8.5%
14.	Type of Reporting Person (See Instructions) IN

Explanatory Note

This Amendment No. 11 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 22, 2020, as amended to date by the Reporting Persons (as amended from time to time, the “Schedule 13D”), relating to their beneficial ownership in Leaf Group Ltd. (the “Issuer”). Except to the extent set forth in this Amendment, all material 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 October 22, 2020, a letter was sent to the Board presenting a new proposal to resolve the matter. A copy of the letter is attached hereto as Exhibit 12 and is incorporated by reference into this Item 4.

Item 7.

Material to be Filed as Exhibits

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

Exhibit 12 Letter to Board of Directors, dated October 22, 2020

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 27, 2020


Spectrum Equity Investors V, L.P.

By:		Spectrum Equity Associates V, L.P. its general partner

	By:	SEA V Management, LLC
		its general partner

	By:	/s/ Carolina Picazo
		Carolina Picazo
		Authorized Signatory

Spectrum Equity Associates V, L.P.

	By:	SEA V Management, LLC
		its general partner

	By:	/s/ Carolina Picazo
		Carolina Picazo
		Authorized Signatory

SEA V Management, LLC

By:	/s/ Carolina Picazo
	Carolina Picazo
	Authorized Signatory

Spectrum V Investment Managers’ Fund, L.P.

By:	SEA V Management, LLC
		its general partner

	By:	/s/ Carolina Picazo
		Carolina Picazo
		Authorized Signatory



*
Brion B. Applegate

*
Christopher T. Mitchell

*
Victor E. Parker, Jr.


*By:		/s/ Carolina Picazo
		Carolina Picazo
		As attorney-in-fact

This Schedule 13D was executed by Carolina Picazo on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement

Exhibit 2 Power of Attorney

Exhibit 3 Press Release and Letter to Board of Directors, dated June 29, 2020

Exhibit 4 Press Release and Letter to Board of Directors, dated July 10, 2020

Exhibit 5 Press Release and Letter to Board of Directors, dated July 13, 2020

Exhibit 6 Press Release, dated July 16, 2020

Exhibit 7 Press Release and Letter to Board of Directors, dated July 27, 2020

Exhibit 8 Press Release, dated July 29, 2020

Exhibit 9 Press Release and Letter to Board of Directors, dated August 12, 2020

Exhibit 10 Press Release, dated August 17, 2020

Exhibit 11 Press Release, dated August 31, 2020

Exhibit 12 Letter to Board of Directors, dated October 22, 2020

EX-99.12 2 d45277dex9912.htm EX-99.12 EX-99.12

Exhibit 12

October 22, 2020

Board of Directors

Leaf Group Ltd.

1655 26th Street

Santa Monica, CA 90404

Dear Members of the Board of Directors of Leaf Group:

We are reaching out to you because we have had no contact with the full Board of Directors since June. Over the last two months, we have raised many different ideas with the designated independent committee and have agreed to keep those discussions confidential. However, based on infrequent communication with the committee and no forward momentum to resolve our concerns, we believe it is in the best interests of Leaf’s management and employees, the Board, and all of Leaf’s shareholders to present a proposal to the full Board.

The key elements of the proposal are:

•

Mr. Moriarty remains CEO of the Company.

•

Mr. Moriarty receives a meaningful award of new stock options to purchase shares of Leaf Common stock to further align executive compensation with increases in stockholder value. A vesting schedule will accelerate this new grant 100% upon a change in control transaction. We will work with you and publicly support this new award.

•

We will propose two new directors who will join the Board immediately, both of whom will be well-qualified, experienced individuals and will otherwise satisfy traditional new director review. These directors will be nominated for election at the next annual meeting as well.

•

The Board will be capped at seven directors in total, and we will vote in favor of all director nominees recommended by the Board.

•

The Board will create a three-person Strategic Review Committee, composed of the two new directors we have proposed and one current outside director chosen by the Company. The Board will commit to start a Strategic Review process at its discretion, but no later than March 31, 2020, unless certain performance targets are met. Mr. Moriarty’s role will be determined by the Strategic Review Committee, but could including being recused from the process.

We believe this proposal strongly aligns the interests of all constituencies. While we recognize the Board has constituted a committee to speak with us, it is now time for us to include Mr. Moriarty and any other interested outside director in a substantive discussion concerning the details of this proposal.

We respectfully request a call on October 26^th or 27^th. Thank you.

Sincerely,


/s/ Vic Parker		/s/ Fred Harman

Vic Parker		Fred Harman