Jennifer Schulz - 14 Jun 2021 Form 4 Insider Report for LEAF GROUP LTD. (LEAF)

Role
Director
Signature
/s/Adam Wergeles, as attorney-in-fact for Jennifer Schulz
Issuer symbol
LEAF
Transactions as of
14 Jun 2021
Transactions value $
$0
Form type
4
Filing time
16 Jun 2021, 06:10:03 UTC
Next filing
17 Sep 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LEAF Common Stock Disposed to Issuer -38,686 -100% 0 14 Jun 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) Disposed to Issuer -8,222 -100% 0 14 Jun 2021 Common Stock 8,222 $5.45 Direct F4
transaction LEAF Stock Option (right to buy) Disposed to Issuer -9,360 -100% 0 14 Jun 2021 Common Stock 9,360 $7.90 Direct F4
transaction LEAF Stock Option (right to buy) Disposed to Issuer -11,138 -100% 0 14 Jun 2021 Common Stock 11,138 $7.65 Direct F4
transaction LEAF Stock Option (right to buy) Disposed to Issuer -11,666 -100% 0 14 Jun 2021 Common Stock 11,666 $5.73 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jennifer Schulz 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 6,309 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.