Adam F. Wergeles - Jun 14, 2021 Form 4 Insider Report for LEAF GROUP LTD. (LEAF)

Signature
/s/ Adam F. Wergeles
Stock symbol
LEAF
Transactions as of
Jun 14, 2021
Transactions value $
$0
Form type
4
Date filed
6/16/2021, 06:15 AM
Previous filing
Jun 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LEAF Common Stock Disposed to Issuer -160K -100% 0 Jun 14, 2021 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Adam F. Wergeles is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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, 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, (a) each issued and outstanding share of common stock of the Issuer, (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, net of applicable withholding taxes and without interest.
F2 Includes 102,918 unvested RSUs.