4//SEC Filing
Benton Deborah A 4
Accession 0001104659-21-081703
CIK 0001365038other
Filed
Jun 15, 8:00 PM ET
Accepted
Jun 16, 6:03 AM ET
Size
11.1 KB
Accession
0001104659-21-081703
Insider Transaction Report
Form 4
LEAF GROUP LTD.LEAF
Benton Deborah A
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2021-06-14−22,228→ 0 totalExercise: $7.51Exp: 2029-01-28→ Common Stock (22,228 underlying) - Disposition to Issuer
Stock Option (right to buy)
2021-06-14−11,666→ 0 totalExercise: $5.73Exp: 2030-11-01→ Common Stock (11,666 underlying) - Disposition to Issuer
Common Stock
2021-06-14−16,532→ 0 total
Footnotes (4)
- [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 6,862 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.
Documents
Issuer
LEAF GROUP LTD.
CIK 0001365038
Entity typeother
Related Parties
1- filerCIK 0001765795
Filing Metadata
- Form type
- 4
- Filed
- Jun 15, 8:00 PM ET
- Accepted
- Jun 16, 6:03 AM ET
- Size
- 11.1 KB