Brian Pike - Jun 14, 2021 Form 4 Insider Report for LEAF GROUP LTD. (LEAF)

Role: COO and CTO
Signature: /s/ Adam Wergeles, as attorney-in-fact for Brian Pike
Stock symbol: LEAF
Transactions as of: Jun 14, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/16/2021, 06:17 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		-301K	-100%		0	Jun 14, 2021	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LEAF	Stock Option (Right to Buy)	Options Exercise		-30K	-100%		0	Jun 14, 2021	Common Stock	30K	$5.95	Direct	F4
transaction	LEAF	Stock Option (Right to Buy)	Options Exercise		-75K	-100%		0	Jun 14, 2021	Common Stock	75K	$5.29	Direct	F4
transaction	LEAF	Stock Option (Right to Buy)	Options Exercise		-100K	-100%		0	Jun 14, 2021	Common Stock	100K	$5.95	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brian Pike 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 (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.
F2	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.
F3	Includes 91,001 unvested RSUs.
F4	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.