UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Leaf Group Ltd.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

52177G102

(CUSIP Number)

STEVE WOLOSKY, ESQ.

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 13, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

1 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 (“Act”) 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	NAME OF REPORTING PERSON

			VIEX Opportunities Fund, LP – Series One*
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,599,916
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,599,916
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,599,916
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			PN

_______________

* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

CUSIP No. 52177G102


	1	NAME OF REPORTING PERSON

			VIEX GP, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,599,916
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,599,916
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,599,916
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 52177G102


	1	NAME OF REPORTING PERSON

			VIEX Capital Advisors, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,599,916
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,599,916
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,599,916
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			IA

CUSIP No. 52177G102


	1	NAME OF REPORTING PERSON

			Eric Singer
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			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

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,599,916
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,599,916
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,599,916
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 52177G102


	1	NAME OF REPORTING PERSON

			Michael J. McConnell
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 52177G102


	1	NAME OF REPORTING PERSON

			John Mutch
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 52177G102

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,599,916 Shares beneficially owned by Series One is approximately $7,014,985, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 36,032,095 Shares outstanding, which is the total number of Shares outstanding as of May 3, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2021.

Series One

(a)

As of the close of business on May 13, 2021, Series One beneficially owned 1,599,916 Shares.

Percentage: Approximately 4.4%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,599,916
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,599,916

(c)

The transactions in the Shares by Series One since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

VIEX GP

(a)

VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,599,916 Shares owned by Series One.

Percentage: Approximately 4.4%

(b)

(c)

VIEX GP has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of Series One since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP No. 52177G102

VIEX Capital

(a)

VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the 1,599,916 Shares owned by Series One.

Percentage: Approximately 4.4%

(b)

(c)

VIEX Capital has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of Series One since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Eric Singer

(a)

Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the 1,599,916 Shares owned by Series One.

Percentage: Approximately 4.4%

(b)

(c)

Mr. Singer has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of Series One since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Michael J. McConnell

(a)

As of the close of business on May 13, 2021, Mr. McConnell does not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

(c)

Mr. McConnell has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D.

CUSIP No. 52177G102

John Mutch

(a)

As of the close of business on May 13, 2021, Mr. Mutch does not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Mutch has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(e)

As of the close of business on May 13, 2021, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.

CUSIP No. 52177G102

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 14, 2021

VIEX Opportunities Fund, LP – Series One

By:	VIEX GP, LLC General Partner

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

VIEX GP, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

VIEX Capital Advisors, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

/s/ Eric Singer

Eric Singer

Individually and as attorney-in-fact for Michael J. McConnell and John Mutch

CUSIP No. 52177G102

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 4 to the Schedule 13D

Nature of the Transaction

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

VIEX Opportunities Fund, LP - Series One

Sale of Common Stock

(682,129)

8.3992^[1]

05/13/2021

^[1] The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $8.3800 to $8.4300 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 1.

LEAF GROUP LTD. SC 13D/A