SC 13D/A 1 formsc13da.htm FORM SC 13D/A Osmium Partners, LLC: Form SC 13D/A - Filed by newsfilecorp.com

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

SCHEDULE 13D/A

(Rule 13d-101)

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

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

June 29, 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 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

 

 

John H. Lewis

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

PF, AF

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

 

94,348

 

 

 

 

8

SHARED VOTING POWER

 

 

1,912,670

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

94,348

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

1,912,670

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

2,007,018

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

7.5%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 


IN

 

 

 

 



CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Osmium Partners, LLC

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

AF

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

 

1,912,670

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

1,912,670

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

1,912,670

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

7.2%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA, OO

 

 

 

 

 



CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Osmium Capital, LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

WC

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

 

615,755

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

615,755

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

615,755

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

2.3%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 


PN

 

 



CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Osmium Capital II, LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

WC

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

 

254,485

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

254,485

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

254,485

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

1.0%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 


PN

 

 

 


CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Osmium Spartan, LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

WC

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

 

304,304

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

304,304

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

304,304

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

1.1%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 

 

 

 

 

 


CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Osmium Diamond, LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

WC

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

 

738,126

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

738,126

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

738,126

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

2.8%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 

 

 

 

 



EXPLANATORY NOTE

This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 22, 2020 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 June 29, 2020, the Investors issued a press release and submitted a letter to the board of directors of the Issuer (the "Board") regarding the Investors' concerns with the operational and financial underperformance of the Issuer. In the letter, the Investors called for the Board to (i) remove the Issuer's Chief Executive Officer, (ii) enhance corporate governance by refreshing and de-staggering the Board, and (iii) sell both the media and marketplace assets. A copy of the press release and the letter is attached hereto as Exhibit 2.

ITEM 7. Material to be Filed as Exhibits.

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

Exhibit 2

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



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: June 29, 2020

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

Exhibit 2

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