SC 13D/A 1 formsc13da.htm FORM SC 13D/A Generation Partners II LLC: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(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. 11)*

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)

January 7, 2021
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].


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.

*

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.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)




CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Generation Partners II LLC

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

AF

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

 

0

 

 

 

 

8

SHARED VOTING POWER

 

 

799,999

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

799,999

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

799,999

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

2.3%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

OO

 

 

 

 

           




CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Generation Capital Partners II LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

WC

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

 

0

 

 

 

 

8

SHARED VOTING POWER

 

 

793,190

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

793,190

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

793,190

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

2.3%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

PN

 

 

 

 

           





CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Generation Members' Fund II LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

WC

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

 

0

 

 

 

 

8

SHARED VOTING POWER

 

 

6,809

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

6,809

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

6,809

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

0.0%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 
PN

 

 

           



CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

John Hawkins

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

AF

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

 

4,628

 

 

 

 

8

SHARED VOTING POWER

 

 

799,999

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

4,628

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

799,999

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

804,627

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

2.3%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

IN

 

 

 

 

           

 



CUSIP No. 52177G102

1

NAMES OF REPORTING PERSONS

 

 

Mark Jennings

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

(b)

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

AF

 

 

 

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

 

0

 

 

 

 

8

SHARED VOTING POWER

 

 

799,999

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

799,999

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

799,999

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

2.3%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 IN

 

 

 

 

           

 


EXPLANATORY NOTE

This Amendment No. 11 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 22, 2020, as amended on June 29, 2020, July 13, 2020 (twice), July 16, 2020, July 27, 2020, July 29, 2020, August 13, 2020, August 17, 2020, September 1, 2020 and October 27, 2020, by the Reporting Persons (as amended from time to time, the "Schedule 13D") relating to their beneficial ownership in Leaf Group Ltd. (the "Issuer"). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. This Amendment is being filed because the Reporting Persons are no longer coordinating efforts to enhance shareholder value with any of the other Investors. This Amendment is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.

ITEM 5. Interest in Securities of the Issuer

Items 5(a) of the Schedule 13D is hereby amended and restated as follows:

(a)  The information set forth in rows 7 through 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference.

The percentages set forth in this response are based on 34,535,064 shares outstanding provided by 27,390,064 shares of common stock outstanding as of October 26, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 as filed with the SEC on October 29, 2020 plus 7,145,000 shares issued December 14, 2020 as reported by the Issuer on Form 8-K and Form 424B5 filed December 11, 2020.



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: January 7, 2021

Generation Partners II LLC

By: /s/ John Hawkins                      

Name; John Hawkins

Title: Managing Member

Generation Capital Partners II LP

By: Generation Partners II LLC, its general partner

By: /s/ John Hawkins                      

Name; John Hawkins

Title: Managing Member

Generation Members' Fund II LP

By: Generation Partners II LLC, its general partner

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

Exhibit 1

Joint Filing Agreement

Exhibit 2

Press Release and Letter to Board of Directors, dated June 29, 2020.

Exhibit 3

Press Release and Letter to Board of Directors, dated July 10, 2020.

Exhibit 4

Press Release and Letter to Board of Directors, dated July 13, 2020.

Exhibit 5

Press Release, dated July 16, 2020.

Exhibit 6

Press Release and Letter to Board of Directors, dated July 27, 2020.

Exhibit 7

Press Release, dated July 29, 2020.

Exhibit 8

Press Release and Letter to Board of Directors, dated August 12, 2020.

Exhibit 9

Press Release, dated August 17, 2020.

Exhibit 10

Press Release, dated August 31, 2020.

Exhibit 11

Letter to Board of Directors, dated October 22, 2020.