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

Role: Chief Financial Officer
Signature: /s/ Adam Wergeles, as attorney-in-fact for Brian Gephart
Stock symbol: LEAF
Transactions as of: Jun 14, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/16/2021, 06:21 AM
Previous filing: Jun 2, 2021
Next filing: Jul 2, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LEAF	Common Stock	Disposed to Issuer		-124K	-100%		0	Jun 14, 2021	Direct	F1, F2

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

Brian Gephart 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 104,169 unvested RSUs.

Content

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.

Includes 104,169 unvested RSUs.