Sec Form 3 Filing - Generation Partners II LLC @ LEAF GROUP LTD. - 2020-06-15

FORM 3 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 Generation Partners II LLC 2. Issuer Name and Ticker or Trading Symbol LEAF GROUP LTD. [ LEAF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) May be member of 10% group (Last) (First) (Middle) TWO LAFAYETTE COURT 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2020 (Street) GREENWICH, CT06830-5354 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 793,190 I By Generation Capital Partners II LP ( 1 ) Common Stock 6,809 I By Generation Members' Fund II LP ( 1 ) Common Stock 1,225 I By John Hawkins ( 1 )

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 Options $ 7.65 06/22/2020 08/01/2020 Common Stock 3,403 I By John Hawkins ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Generation Partners II LLC TWO LAFAYETTE COURT GREENWICH, CT06830-5354 May be member of 10% group GENERATION CAPITAL PARTNERS II LP TWO LAFAYETTE COURT GREENWICH, CT06830-5354 May be member of 10% group Generation Members' Fund II LP TWO LAFAYETTE COURT GREENWICH, CT06830-5354 May be member of 10% group HAWKINS JOHN TWO LAFAYETTE COURT GREENWICH, CT06830-5354 May be member of 10% group JENNINGS MARK E TWO LAFAYETTE COURT GREENWICH, CT06830-5354 May be member of 10% group Signatures /s/ John Hawkins, individually and as Managing Member of Generation Partners II LLC, for itself and as General Partner of Generation Capital Partners II LP and Generation Members' Fund II LP 06/24/2020 Signature of Reporting Person Date /s/ Mark Jennings 06/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Generation Partners II LLC is the general partner of Generation Capital Partners II LP and Generation Members' Fund II LP, and may be deemed to have voting and dispositive power with respect to the shares held by Generation Capital Partners II LP and Generation Members' Fund II LP. John Hawkins and Mark Jennings are the managing members of Generations Partners II LLC, and may be deemed to have voting and dispositive power with respect to the shares held by Generation Capital Partners II LP and Generation Members' Fund II LP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

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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