Sec Form 4 Filing - Glaser Rachel C @ LEAF GROUP LTD. - 2017-05-15

FORM 4 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 Glaser Rachel C 2. Issuer Name and Ticker or Trading Symbol LEAF GROUP LTD. [ LFGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1655 26TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2017 (Street) SANTA MONICA, CA90404 4. If Amendment, Date Original Filed (MM/DD/YY) 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 05/15/2017 M 403 A $ 6.5 167,227 ( 1 ) D Common Stock, $.0001 par value 05/15/2017 S 403 D $ 8.3 166,824 ( 1 ) D Common Stock, $.0001 par value 05/15/2017 F 2,349 ( 2 ) D $ 8.3 164,475 ( 3 ) 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 Stock Option (right to buy) $ 6.5 05/15/2017 M 403 ( 4 ) 05/04/2025 Common Stock 403 $ 8.3 199,597 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Glaser Rachel C 1655 26TH STREET SANTA MONICA, CA90404 Chief Financial Officer Signatures /s/ Daniel J. Weinrot, as attorney-in-fact for Rachel Glaser 05/17/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 129,585 unvested RSUs. ( 2 )Upon the vesting of 6,250 restricted stock units ("RSUs") previously granted to the reporting person, the Company withheld 2,349 shares to cover the reporting person's tax obligation with respect to the vesting of such RSUs. ( 3 )Includes 123,335 unvested restricted stock units. ( 4 )In connection with Ms. Glaser's appointment as the Company's CFO, Ms. Glaser was granted 200,000 non-qualified stock options. Subject to Ms. Glaser's continued employment through the applicable vesting date, approximately one-third (1/3) of the shares subject to the stock option shall vest and become exercisable on April 13, 2016, and an additional 1/36th of the shares subject to the stock option shall vest and become exercisable on each monthly anniversary of April 13, 2016 thereafter through and including April 13, 2018.

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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