Sec Form 4/A Filing - Stern Mitchell @ LEAF GROUP LTD. - 2016-02-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stern Mitchell
2. Issuer Name and Ticker or Trading Symbol
LEAF GROUP LTD. [ LFGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1655 26TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2016
(Street)
SANTA MONICA, CA90404
4. If Amendment, Date Original Filed (MM/DD/YY)
02/10/2016
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.0001 par value 02/10/2016 A 16,704 ( 1 ) A $ 0 16,704 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stern Mitchell
1655 26TH STREET
SANTA M ONICA, CA90404
X
Signatures
/s/ Daniel J. Weinrot, as attorney-in-fact for Mitchell Stern 05/19/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See remarks below.

Remarks:
Footnote No. 1 on Mr. Stern's Statement of Changes in Beneficial Ownership on Form 4 as filed with the Securities and Exchange Commission on February 12, 2016 incorrectly stated the vesting schedule for the 16,704 restricted stock units which were granted to him pursuant to the Company's Outside Director Compensation Program. Footnote No. 1 is to be replaced in its entirety as follows:1. In connection with Mr. Stern's appointment to the Company's board of directors (the "Board") on February 10, 2016, and pursuant to the Company's Outside Director Compensation Program, as updated in February 2016, Mr. Stern was granted 16,704 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Mr. Stern's continued service on the Board through the applicable vesting date, 5,567 of these RSU's will vest on February 10, 2017 and the remaining 11,137 RSUs will vest in eight (8) substantially equal installments on each three month anniversary of February 10, 2017 thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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