Sec Form 4 Filing - HAWKINS JOHN @ LEAF GROUP LTD. - 2019-05-21

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HAWKINS JOHN 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) 05/21/2019 (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, $0.0001 par value 05/21/2019 A 4,902 ( 1 ) A $ 0 4,902 ( 2 ) D Common Stock, $0.0001 par value 793,190 I See footnote ( 3 ) Common Stock, $0.0001 par value 6,809 I See footnote ( 4 )

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) $ 7.65 05/21/2019 A 11,138 ( 5 ) 05/21/2029 Common Stock 11,138 $ 0 11,138 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAWKINS JOHN 1655 26TH STREET SANTA MONICA, CA90404 X Signatures /s/ Adam Wergeles, as attorney-in-fact for John A. Hawkins 05/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with his continued service on the board of directors (the "Board") of Leaf Group Ltd. (the "Company") following the Company's annual stockholder meeting, and pursuant to the Company's Outside Director Compensation Program, Mr. Hawkins was granted 4,902 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Mr. Hawkins' continued service on the Board through the applicable vesting date, these RSU's will vest in 12 substantially equal installments on each three month anniversary of the grant date. ( 2 )Includes 4,902 unvested RSUs. ( 3 )The shares are directly held by Generation Capital Partners II LP. Mr. Hawkins is Managing Member and co-founder of Generation Partners II LLC, which is the general partner of Generation Capital Partners II LP, and has shared power to vote and dispose of the shares held by Generation Capital Partners II LP. Mr. Hawkins disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, if any. ( 4 )The shares are directly held by Generation Members' Fund II LP. Mr. Hawkins is Managing Member and co-founder of Generation Partners II LLC, which is the general partner of Generation Members' Fund II LP, and has shared power to vote and dispose of the shares held by Generation Members' Fund II LP. Mr. Hawkins disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, if any. ( 5 )In connection with his continued service on the Board following the Company's annual stockholder meeting, and pursuant to the Company's Outside Director Compensation Program, Mr. Hawkins was granted a nonqualified stock option covering 11,138 shares of the Company's common stock. Subject to Mr. Hawkins' continued service on the Board through the applicable vesting date, the shares subject to this stock option will vest and become exercisable in 36 substantially equal installments on each monthly anniversary of the grant 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.