Beverly K. Carmichael - 14 Jun 2021 Form 4 Insider Report for LEAF GROUP LTD.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 14 Jun 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 16 Jun 2021, 06:12:39 UTC
Next SEC filing: 25 Feb 2022
Source filing: View source filing
Reporting owner signature: /s/ Adam Wergeles, as attorney-in-fact for Beverly K. Carmichael

Key filing fact

Beverly K. Carmichael filed Form 4 for LEAF GROUP LTD. on 16 Jun 2021.

Key facts

This page summarizes Beverly K. Carmichael's Form 4 filing for LEAF GROUP LTD..
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 16 Jun 2021, 06:12.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

LEAF transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -17,969
Change %: -100%
Price
Shares after: 0
Date: 14 Jun 2021
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

LEAF transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -11,666
Change %: -100%
Price
Shares after: 0
Date: 14 Jun 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 11,666
Exercise price: $5.73
Footnotes: F4

LEAF transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -11,138
Change %: -100%
Price
Shares after: 0
Date: 14 Jun 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 11,138
Exercise price: $7.65
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Beverly K. Carmichael is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote F3

Includes 6,542 unvested RSUs.

Footnote 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.