UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35048

LEAF GROUP LTD.

(Exact name of registrant as specified in its charter)


Delaware		20-4731239
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


1655 26^th Street Santa Monica, CA		90404
(Address of principal executive offices)		(Zip Code)

(310) 656-6253

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	LEAF	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2020, the aggregate market value of the registrant’s common stock, $0.0001 par value, held by non-affiliates of the registrant was approximately $56.7 million (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

As of April 26, 2021, there were 35,999,786 shares of the common stock, $0.0001 par value, outstanding.

Documents Incorporated by Reference

None.


		Page
PART III.

Item 10	Directors, Executive Officers and Corporate Governance	5
Item 11	Executive Compensation	12
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13	Certain Relationships and Related Transactions, and Director Independence	25
Item 14	Principal Accounting Fees and Services	26

PART IV.

Item 15	Exhibits, Financial Statement Schedules	27

SIGNATURES		31


Name	Age	Position	Director Since	Term Expires
Sean Moriarty	51	Director, Chief Executive Officer	2014	2022
Deborah Benton	53	Director, Chair of the Board	2019	2021
Beverly K. Carmichael(1)(2)(3)	62	Director	2018	2022
Suzanne Hopgood(2)	72	Director	2020	2021
Rob Krolik(2)(3)	52	Director	2020	2023
Harold Logan(1)	70	Director	2020	2023
Jennifer Schulz(1)(3)	50	Director	2016	2023


Director	Audit	Nominating and Governance	Compensation
Deborah Benton
Beverly K. Carmichael	M	M	C
Suzanne Hopgood			M
Rob Krolik	C		M
Harold Logan		M
Jennifer Schulz	M	C


Name	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)	All Other Comp ($)(4)	Total ($)
Sean Moriarty	2020	358,333	250,000	800,000	—	20,820	1,429,153
Chief Executive Officer	2019	400,000	200,000	1,880,600	—	8,636	2,489,236
Brian Gephart	2020	282,125	70,000	408,500	—	2,551	763,176
Chief Financial Officer(5)
Brian Pike	2020	331,771	70,000	280,000	—	3,281	685,052
Chief Operating Officer and Chief Technology Officer	2019	350,000	87,500	688,800	—	8,636	1,134,936


Name	401(k) Plan Matching ($)	Reimbursement for Personal Legal Expenses
Sean Moriarty	3,500	17,320
Brian Gephart	2,551	—
Brian Pike	3,281	—


Option and Restricted Stock Unit Awards
Name	Grant Date	Number Of Securities Underlying Unexercised Options (#) Exercisable	Number Of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number Of Shares Or Units of Stock That Have Not Vested	Market Value Of Shares Or Units of Stock That Have Not Vested ($)
Sean Moriarty	July 29, 2020 (1)					200,000	930,000
	February 24, 2019(2)					83,334	387,503
	March 2, 2018(3)					16,668	77,506
	August 8, 2014(4)	234,538	—	9.77	August 8, 2024	—	—
	August 8, 2014(4)	460,325	—	9.77	August 8, 2024	—	—
	August 8, 2014(4)	184,130	—	14.66	August 8, 2024	—	—
	August 8, 2014(4)	184,130	—	19.54	August 8, 2024	—	—

Brian Gephart	October 16, 2020(5)					10,000	46,500
	July 29, 2020 (1)					65,000	302,250
	June 18, 2020 (6)					30,000	139,500
	July 24, 2019(7)					15,835	73,633

Brian Pike	July 29, 2020 (1)					70,000	325,500
	February 24, 2019 (2)					35,001	162,755
	March 2, 2018 (3)					5,417	25,189
	May 21, 2015 (4)	75,000	—	5.29	May 21, 2025	—	—
	December 18, 2014 (4)	30,000	—	5.95	December 18, 2024	—	—
	December 18, 2014 (4)	100,000	—	5.95	December 18, 2024	—	—


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Total ($)
Lanny Baker (2)	—	—	—	—
Deborah A. Benton (3)	64,355	37,503	37,510	139,367
Beverly K. Carmichael (4)	59,251	37,503	37,510	134,263
John Hawkins (5)	—	—	—	—
Suzanne Hopgood (6)	8,764	150,000	—	158,764
Rob Krolik (7)	9,549	112,500	37,501	159,550
Harold J. Logan (8)	5,694	75,001	75,004	155,700
John Pleasants (9)	27,125	37,503	37,510	102,138
James Quandt (10)	36,563	49,999	—	86,561
Brian Regan (11)	—	—	—	—
Jennifer Schulz (12)	41,559	37,503	37,510	116,572
Mitchell Stern (13)	—	—	—	—


Name of Beneficial Owner	Shares of Common Stock Owned	Rights to Acquire Common Stock(1)	Total Shares of Common Stock Beneficially Owned	Percentage of Outstanding Common Stock
5% Stockholders
Entities affiliated with Oak Investment Partners(2)(6)	3,717,674	—	3,717,674	10	%
Entities affiliated with Osmium Partners(3)(6)	2,908,838	—	2,908,838	8	%
Entities affiliated with Madison Avenue International LP(4)	2,289,999	—	2,289,999	6	%
Entities affiliated with Viex Capital Advisors, LLC (5)(6)	2,282,045	—	2,282,045	6	%
Directors and Named Executive Officers
Sean Moriarty (7)	427,033	1,074,234	1,501,267	4	%
Brian Gephart (8)	10,511	12,498	23,009	*
Brian Pike (9)	205,460	209,667	415,127	1	%
Deborah Benton (10)	8,293	22,553	30,846	*
Beverly K. Carmichael (11)	9,929	26,475	36,404	*
Suzanne Hopgood	—	—	—	—
Rob Krolik	—	—	—	—
Harold Logan	—	—	—	—
Jennifer Schulz (12)	31,423	57,143	88,566	*
All current executive officers and directors as a group (10 persons)	743,364	1,410,070	2,153,434	6	%


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($/share)(1)		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (#)
Equity compensation plans approved by stockholders(2)	3,923,478(3)	$	10.09	4,117,197(4)
Equity compensation plans not approved by stockholders	—		—	—
Total	3,923,478	$	10.09	4,117,197


Type of Fees	Fiscal 2020		Fiscal 2019
Audit Fees	$	988,800	$	863,800
Audit-Related Fees		—	$	7,510
Tax Fees		—		—
All Other Fees		—		—
Total	$	988,800	$	871,310



	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-5
Consolidated Statements of Operations	F-6
Consolidated Statements of Comprehensive Loss	F-7
Consolidated Statements of Stockholders’ Equity	F-8
Consolidated Statements of Cash Flows	F-9
Notes to Consolidated Financial Statements	F-10

(b) Exhibits:


Exhibit No.		Description of Exhibit
2.1		Purchase Agreement, dated June 5, 2018, by and among Leaf Group Ltd., Well+Good LLC and the Sellers set forth therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 2, 2018)
2.2		Asset Purchase Agreement, dated May 1, 2017, by and among the Company, Deny Designs, a Colorado corporation, and Dustin Nyhus (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2017)
2.3		Asset Sale and Service Agreement, dated April 24, 2020, by and among Leaf Group Ltd. and Hearst Newspapers, a division of Hearst Communications, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2020)
2.4		Agreement and Plan of Merger, dated April 3, 2021, by and among Graham Holdings Company, Pacifica Merger Sub, Inc. and Leaf Group Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2021)
3.1		Amended and Restated Certificate of Incorporation of Leaf Group Ltd., as amended effective November 9, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)
3.2		Amended and Restated Bylaws of Leaf Group Ltd. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2020)
4.1		Form of Leaf Group Ltd. Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2016)
4.2		Description of the Registrant’s Securities Registered Pursuant to the Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2020)
10.1	†	Form of Indemnification Agreement entered into by and between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.01 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on October 12, 2010)
10.2	†	Amended and Restated Demand Media, Inc. 2006 Equity Incentive Plan, adopted April 2006 and amended and restated on June 26, 2008 (incorporated by reference to Exhibit 10.03 to the Company’s Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on August 6, 2010)
10.2A	†	First Amendment to the Amended and Restated Demand Media, Inc. 2006 Equity Incentive Plan, dated June 1, 2009 (incorporated by reference to Exhibit 10.03A to the Company’s Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on August 6, 2010)
10.3	†	Form of Demand Media, Inc. 2006 Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.07 to the Company’s Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on August 6, 2010)
10.4	†	Amended and Restated Leaf Group Ltd. 2010 Incentive Award Plan, adopted June 2015, as updated to reflect the Company’s name change effective November 9, 2016 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)
10.5	†	Form of Leaf Group Ltd. 2010 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement, as amended (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)
10.6	†	Form of Leaf Group Ltd. 2010 Incentive Award Plan Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement, as amended (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)


Exhibit No.		Description of Exhibit
10.7	†	Form of Leaf Group Ltd. 2010 Incentive Award Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement, as amended (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)
10.8	†	Leaf Group Ltd. 2010 Employee Stock Purchase Plan, dated September 27, 2010, as updated to reflect the Company’s name change effective November 9, 2016 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)
10.9	†	Amended and Restated Employment Agreement between the Company and Sean Moriarty, dated as of January 5, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2016)
10.10	†	Amendment to Second Amended and Restated Employment Agreement between the Company and Brian Pike, dated as of April 9, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2020)
10.11	†	Second Amended and Restated Employment Agreement between the Company and Brian Pike, dated as of March 22, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2019)
10.12	†	Amended and Restated Employment Agreement between the Company and Brian Gephart, dated as of October 16, 2020 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
10.13	†	Outside Director Compensation Program (updated as of October 2020) (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
10.14		Tax Matters Agreement between the Company and Rightside Group, Ltd., dated as of August 1, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2014)
10.15	†	Amended and Restated Employment Agreement between the Company and Adam Wergeles, dated as of March 22, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2019)
10.16		Loan and Security Agreement, dated as of November 7, 2019, by and among Leaf Group Ltd., Society6, LLC, Well+Good LLC, LS Media Holdings LLC, Deny Designs, LLC, Saatchi Online, Inc., Other Art Fairs, LLC, Leaf Group Services, LLC, Leaf OIYS, LLC and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2019)
10.17		First Amendment to Loan and Security Agreement, dated as of June 1, 2020, by and among Leaf Group Ltd., Society6, LLC, Well+Good LLC, LS Media Holdings LLC, Deny Designs, LLC, Saatchi Online, Inc., Other Art Fairs, LLC, Leaf Group Services, LLC, Leaf OIYS, LLC and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2020)
10.18		Promissory Note, dated as of April 20, 2020, by and among Leaf Group Ltd. and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2020)
14.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)
21.1		List of subsidiaries of Leaf Group Ltd. (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)


Exhibit No.		Description of Exhibit
23.1		Consent of Deloitte & Touche, LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
24.1		Power of Attorney (included on signature page hereto)
31.1		Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
101.INS		Inline XBRL Instance Document (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
101.SCH		Inline XBRL Taxonomy Extension Schema Document (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021)
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) (filed herewith)

	†	Indicates management contract or compensatory plan, contract or arrangement.


	LEAF GROUP LTD.

	By:	/s/ SEAN MORIARTY
		SEAN MORIARTY
		Chief Executive Officer

SEC Form 10-K/A filed by Leaf Group Ltd. (Amendment)