Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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. )*
LEAF GROUP LTD.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
52177G102
(CUSIP Number)
Generation Partners II LLC
2 Lafayette Court
Greenwich, CT 06830
Attention: Louis M. Marino
Telephone: (203) 422-8212
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 15, 2020
(Date of Event Which Requires Filing of this Statement)
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.
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* |
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. |
CUSIP No. 52177G102
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1 |
NAMES OF REPORTING PERSONS |
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Generation Partners II LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
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(b) |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
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☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER |
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0 |
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8 |
SHARED VOTING POWER |
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799,999 |
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9 |
SOLE DISPOSITIVE POWER |
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0 |
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10 |
SHARED DISPOSITIVE POWER |
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799,999 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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799,999 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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☒ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.0% |
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14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO
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CUSIP No. 52177G102
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1 |
NAMES OF REPORTING PERSONS |
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Generation Capital Partners II LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
☐ |
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(b) |
☒ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
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☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER |
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0 |
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8 |
SHARED VOTING POWER |
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793,190 |
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9 |
SOLE DISPOSITIVE POWER |
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0 |
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10 |
SHARED DISPOSITIVE POWER |
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793,190 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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793,190 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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☒ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.0% |
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14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
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CUSIP No. 52177G102
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1 |
NAMES OF REPORTING PERSONS |
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Generation Members' Fund II LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
☐ |
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(b) |
☒ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
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☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER |
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0 |
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8 |
SHARED VOTING POWER |
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6,809 |
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9 |
SOLE DISPOSITIVE POWER |
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0 |
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10 |
SHARED DISPOSITIVE POWER |
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6,809 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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6,809 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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☒ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.0% |
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14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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CUSIP No. 52177G102
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1 |
NAMES OF REPORTING PERSONS |
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John Hawkins |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
☐ |
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(b) |
☒ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
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☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
7 |
SOLE VOTING POWER |
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4,628 |
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8 |
SHARED VOTING POWER |
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799,999 |
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9 |
SOLE DISPOSITIVE POWER |
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4,628 |
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10 |
SHARED DISPOSITIVE POWER |
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799,999 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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804,627 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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☒ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.0% |
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14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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CUSIP No. 52177G102
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1 |
NAMES OF REPORTING PERSONS |
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Mark Jennings |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
☐ |
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(b) |
☒ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
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☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
7 |
SOLE VOTING POWER |
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0 |
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8 |
SHARED VOTING POWER |
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799,999 |
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9 |
SOLE DISPOSITIVE POWER |
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0 |
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10 |
SHARED DISPOSITIVE POWER |
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799,999 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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799,999 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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☒ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.0% |
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14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
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ITEM 1. Security and Issuer.
The name of the issuer is Leaf Group Ltd. (the "Issu er"). The principal executive office of the Issuer is located at 1655 26th Street, Santa Monica, CA 90404.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons jointly filing this statement on Schedule 13D (the "Reporting Persons") are:
(i) Generation Capital Partners II LP, a Delaware limited partnership ("Generation Capital Partners Fund");
(ii) Generation Members' Fund II LP, a Delaware limited partnership ("Generation Members' Fund");
(iii) Generation Partners II LLC, a Delaware limited liability company ("Generation Partners");
(iv) John Hawkins, a United States citizen ("Mr. Hawkins").; and
(v) Mark Jennings, a United States citizen ("Mr. Jennings").
Generation Partners serves as the general partner of Generation Capital Partners Fund and Generation Members' Fund. Mr. Hawkins and Mr. Jennings serve as the managing members of Generation Partners.
The principal business of each of the Generation Capital Partners II LP and Generation Members' Fund II LP is that of private investment vehicles engaged in investing in a wide variety of securities for its own account. The principal business of Generation Partners II LLC is to serve as the general partner of Generation Capital Partners II LP and Generation Members' Fund II LP. Each of Mr. Hawkins' and Mr. Jennings' principal occupation is serving as the Managing Member of Generation Partners, the management company of the Generation Funds.
The principal business office of the Reporting Persons is 2 Lafayette Court, Greenwich, CT 06830.
On June 15, 2020, the Reporting Persons, together with the Boyle Capital Parties, the PEAK6 Parties, the Oak Parties, the Osmium Parties and the Spectrum Parties (each as defined below) agreed to coordinate efforts to enhance shareholder value of the Issuer. As a result, the Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), comprised of the Reporting Persons, the Boyle Capital Parties, the PEAK6 Parties, the Oak Parties, the Osmium Parties and the Spectrum Parties (collectively, the "Investors"). All securities reported herein as beneficially owned by the Reporting Persons exclude securities owned by the other Investors, and the Reporting Persons expressly disclaim beneficial ownership of the securities owned by the other Investors.
The "Boyle Capital Parties" shall mean Boyle Capital Opportunity Fund, LP, Golden Valley Capital Partners, LLC, Boyle Capital Management, LLC, Erik Ritland and Brian Boyle.
The "PEAK6 Parties" shall mean PEAK6 Investments LLC, PEAK6 Capital Management LLC, PEAK6 Group LLC, PEAK6 LLC, Matthew Hulsizer and Jennifer Just.
The "Oak Parties" shall mean Oak Investment Partners XI, Limited Partnership, Oak Investment Partners XII, Limited Partnership, Oak Associates XI, LLC, Oak Associates XII, LLC, Oak Management Corporation, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and Grace A. Ames.
The "Osmium Parties" shall mean John H. Lewis, Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP.
The "Spectrum Parties" shall mean Spectrum Equity Investors V, L.P., Spectrum Equity Associates V, L.P., Spectrum V Investment Managers' Fund, L.P., SEA V Management, LLC, Brion B. Applegate, Christopher T. Mitchell and Victor E. Parker, Jr.
(d)-(e) During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds (excluding commissions) used by Generation Capital Partners Fund in making their purchase of the shares of common stock owned by them in the aggregate was $6,210,008 from working capital. The source and amount of funds (excluding commissions) used by Generation Members' Fund in making their purchase of the shares of common stock owned by them in the aggregate was $53,309 from working capital.
ITEM 4. Purpose of Transaction
The Reporting Persons originally acquired their position in the Issuer's securities for investment purposes. The Reporting Persons, together with the other Investors, plan to engage with the Issuer's board of directors, and potentially its management, on a path forward for the Issuer that is in the interest of the Issuer's stockholders. The Investors plan to discuss options to improve the Issuer's performance, including, but not limited to, changes to management of the Issuer, governance improvements including de-staggering the board, and/or the sale of some or all of the Issuer's assets.
In addition, the Reporting Persons may engage in additional communications with one or more other stockholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, and plans of the Reporting Persons. The Reporting Persons may discuss ideas that, if effected may result in a change in any of the following: the acquisition by persons of additional common stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or other changes in the board of directors or management of the Issuer.
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the common stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional common stock or dispose of any or all of its common stock depending upon an ongoing evaluation of the investment in the common stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.
Except as disclosed above, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
ITEM 5. Interest in Securities of the Issuer
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(a) |
The Reporting Persons beneficially own: |
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(i) |
Generation Capital Partners Fund directly owns 793,190 shares of common stock representing 3.0% of the outstanding shares of common stock of the Issuer. |
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(ii) |
Generation Members' Fund directly owns 6,809 shares of common stock representing 0.0% of the outstanding shares of common stock of the Issuer. |
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(iii) |
Generation Partners, as the general partner of Generation Capital Partners Fund and Generation Members' Fund, may be deemed to beneficially own the 799,999 shares of common stock held by them representing 3.0% of the outstanding shares of common stock of the Issuer. |
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(iv) |
Mr. Hawkins directly owns 4,628 shares of common stock (including a maximum of 3,403 shares that may be acquired pursuant to options held by Mr. Hawkins) representing 0.0% of the outstanding shares of common stock of the Issuer. Mr. Hawkins, as a managing member of Generation Partners, may be deemed to be the beneficial owner of the shares of common stock beneficially owned by Generation Partners. |
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(v) |
Mr. Jennings, as a managing member of Generation Partners, may be deemed to be the beneficial owner of the shares of common stock beneficially owned by Generation Partners. |
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(vi) |
Collectively, the Reporting Persons beneficially own 804,627 shares of common stock representing 3.0% of the outstanding shares of common stock of the Issuer. |
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The percentages set forth in this response are based on the 26,709,874 shares of common stock outstanding as of May 5, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 as filed with the SEC on May 11, 2020.
Based upon information provided to the Reporting Persons by the other Investors, the Investors collectively beneficially own an aggregate of 10,717,642 shares of common stock representing approximately 40.1% of the outstanding shares of common stock of the Issuer.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of the Exchange Act, the beneficial owners of any of the securities reported herein or that they members of a "group". The Reporting Persons expressly disclaim the existence of, or membership in a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder with any of the other Investors, as well as beneficial ownership with respect to any shares of common stock beneficially owned by the other Investors, and neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of common stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose. Each Reporting Person expressly disclaims beneficial ownership with respect to any shares beyond his or its pecuniary interest therein.
(b) Generation Partners, Mr. Hawkins and Mr, Jennings may be deemed to share with Generation Capital Partners Fund and Generation Members' Fund (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 793,190 shares of common stock and 6,809 shares of common stock reported herein, respectively.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Mr. Hawkins previously served as a member of the Board of Directors of the Issuer from 2006 until May 2020.
Reference is made to the disclosure of the Investors in Item 2.
ITEM 7. Material to be Filed as Exhibits.
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Exhibit 1 |
Joint Filing Agreement |
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: June 22, 2020
Generation Partners II LLC
By: /s/ John Hawkins
Name; John Hawkins
Title: Managing Member
Generation Capital Partners II LLC
By: Generation Partners II LLC, its managing member
By: /s/ John Hawkins
Name; John Hawkins
Title: Managing Member
Generation Members' Fund II LLC
By: Generation Partners II LLC, its managing member
By: /s/ John Hawkins
Name; John Hawkins
Title: Managing Member
/s/ John Hawkins
John Hawkins, an individual
/s/ Mark Jennings
Mark Jennings, an individual
EXHIBIT INDEX
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Leaf Group Ltd., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
Dated: June 22, 2020
Generation Partners II LLC
By: /s/ John Hawkins
Name; John Hawkins
Title: Managing Member
Generation Capital Partners II LLC
By: Generation Partners II LLC, its managing member
By: /s/ John Hawkins
Name; John Hawkins
Title: Managing Member
Generation Members' Fund II LLC
By: Generation Partners II LLC, its managing member
By: /s/ John Hawkins
Name; John Hawkins
Title: Managing Member
/s/ John Hawkins
John Hawkins, an individual
/s/ Mark Jennings
Mark Jennings, an individual