Sec Form 4 Filing - Baker Charles @ LEAF GROUP LTD. - 2019-04-13

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 Baker Charles 2. Issuer Name and Ticker or Trading Symbol LEAF GROUP LTD. [ LEAF] 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) 04/13/2019 (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 04/13/2019 A 8,562 ( 1 ) A $ 0 8,562 ( 2 ) 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) $ 8.76 04/13/2019 A 19,419 ( 3 ) 04/13/2029 Common Stock 19,419 $ 0 19,419 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Baker Charles 1655 26TH STREET SANTA MONICA, CA90404 X Signatures /s/ Eileen Uy, as Attorney-in-Fact for Charles C. Baker 04/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with Mr. Baker's appointment to the board of directors (the "Board") of Leaf Group Ltd. (the "Company") and pursuant to the Company's Outside Director Compensation Program, Mr. Baker was granted 8,562 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Mr. Baker's continued service on the Board through the applicable vesting date, one-third (1/3) of these RSUs will vest on April 13, 2020 and the remaining RSUs will vest in eight (8) substantially equal installments on each three-month anniversary of the first vesting date. ( 2 )Includes 8,562 unvested RSUs. ( 3 )In connection with Mr. Baker's appointment to the Board and pursuant to the Company's Outside Director Compensation Program, Mr. Baker was granted a non-qualified stock option covering 19,419 shares of the Company's common stock. Subject to Mr. Baker's continued service on the Board through the applicable vesting date, one-third (1/3) of the shares subject to this stock option will vest and become exercisable on April 13, 2020 and the remaining two-thirds of the shares subject to this stock option will vest in twenty-four (24) substantially equal installments on each monthly anniversary of the first vesting date.

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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