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. 11)*

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)

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 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

 

 

2,242,370

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

94,348

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

2,242,370

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

2,336,718

 

 

 

 

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)

 

 

8.7%

 

 

 

 

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

 

 

2,242,370

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

2,242,370

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

2,242,370

 

 

 

 

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)

 

 

8.3%

 

 

 

 

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

 

 

762,755

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

762,755

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

762,755

 

 

 

 

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)

 

 

2.8%

 

 

 

 

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

 

 

326,485

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

326,485

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

326,485

 

 

 

 

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)

 

 

1.2%

 

 

 

 

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

 

 

340,304

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

340,304

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

340,304

 

 

 

 

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)

 

 

1.3%

 

 

 

 

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

 

 

812,826

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

812,826

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

812,826

 

 

 

 

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)

 

 

3.0%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

PN

 

 

 

 




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 on June 29, 2020, July 13, 2020 (twice), July 16, 2020, July 27, 2020, July 29, 2020, August 13, 2020, August 17, 2020, September 1, 2020 and October 7, 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 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 11 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 11

Letter to Board of Directors, dated October 22, 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: October 27, 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.

Exhibit 3

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

Exhibit 4

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

Exhibit 5

Press Release, dated July 16, 2020.

Exhibit 6

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

Exhibit 7

Press Release, dated July 29, 2020.

Exhibit 8

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

Exhibit 9

Press Release, dated August 17, 2020.

Exhibit 10

Press Release, dated August 31, 2020.

Exhibit 11

Letter to Board of Directors, dated October 22, 2020.