Check the appropriate box to designate the
rule pursuant to which this Schedule 13G is filed:
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 52177G102
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(1) Names of Reporting Persons
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Park West Asset Management LLC
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned By Each Reporting Person With
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(5) Sole Voting Power:
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0
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(6) Shared Voting Power:
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1,565,852*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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1,565,852*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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1,565,852*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
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[ ]
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(11) Percent of Class Represented by Amount in Row (9)
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6.3%
*
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(12) Type of Reporting Person
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IA
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*
Beneficial
ownership percentage is based upon 24,752,763 shares of common stock, $0.0001 par value per share (“Common Stock”),
of
Leaf Group Ltd., a Delaware entity (the “Company”),
issued and outstanding as of April 30, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission on May 8, 2018. Park West Asset Management LLC (“PWAM”) is
the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”),
and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively
with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, the
“Reporting Persons”) is the sole member and manager of PWAM. As of May 9, 2018, PWIMF held 1,406,800
shares of Common Stock and PWPI held 159,052 shares of Common Stock. As a result of the foregoing, for purposes of Reg. Section
240.13d-3, PWAM and Mr. Park may be deemed to beneficially own the 1,565,852 shares of Common Stock held in the aggregate by the
PW Funds for an aggregate beneficial ownership percentage of approximately 6.3% of the shares of Common Stock deemed issued and
outstanding as of May 9, 2018.
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CUSIP No. 52177G102
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(1) Names of Reporting Persons
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Park West Investors Master Fund, Limited
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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Cayman Islands
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Number of Shares Beneficially Owned By Each Reporting Person With
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(5) Sole Voting Power:
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0
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(6) Shared Voting Power:
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1,406,800*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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1,406,800*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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1,406,800*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
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[ ]
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(11) Percent of Class Represented by Amount in Row (9)
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5.7%
*
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(12) Type of Reporting Person
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CO
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* Beneficial ownership percentage
is based upon 24,752,763 shares of Common Stock
of the
Company issued and outstanding as of April 30, 2018, based on information reported by the Company in its Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on May 8, 2018. PWAM is the investment manager to the PW Funds, and
Mr. Park is the sole member and manager of PWAM. As of May 9, 2018, PWIMF held 1,406,800 shares of Common Stock
of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWIMF may be deemed to beneficially own
1,406,800 shares of Common Stock of the Company for an aggregate beneficial ownership percentage of approximately 5.7% of the
shares of Common Stock deemed issued and outstanding as of May 9
, 2018.
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CUSIP No. 52177G102
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(1) Names of Reporting Persons
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Peter S. Park
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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United States of America
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Number of Shares Beneficially Owned By Each Reporting Person With
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(5) Sole Voting Power:
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0
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(6) Shared Voting Power:
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1,565,852
*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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1,565,852*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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1,565,852*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
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[ ]
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(11) Percent of Class Represented by Amount in Row (9)
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6.3%*
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(12) Type of Reporting Person
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IN
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*
Beneficial ownership percentage is based upon 24,752,763 shares of Common Stock
of
the Company issued and outstanding as of the Filing Date, based on information reported by the Company in its Quarterly Report
on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2018. PWAM is the investment manager to the PW Funds,
and Mr. Park is the sole member and manager of PWAM. As of May 9, 2018, PWIMF held 1,406,800 shares of Common
Stock and PWPI held 159,052 shares of Common Stock. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM
and Mr. Park may be deemed to beneficially own the 1,565,852 shares of Common Stock held in the aggregate by the PW Funds for an
aggregate beneficial ownership percentage of approximately 6.3% of the shares of Common Stock deemed issued and outstanding as
of May
9, 2018.
Item 1(a). Name Of
Issuer:
Leaf Group Ltd. (the “Company”)
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Item 1(b). Address of Issuer’s Principal Executive Offices:
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1655 26
th
Street
Santa Monica, CA 90404
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Item 2(a). Name of Person Filing:
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This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset
Management LLC (“PWAM”), a Delaware limited liability company and the investment manager to (a) Park West Investors
Master Fund, Limited (“PWIMF”), a Cayman Islands exempted company that is the holder of 1,406,800 shares of common
stock, $0.0001 par value per share (“Common Stock”), of the Company and (b) Park West Partners International,
Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is
the holder of 159,052 shares of Common Stock;
(ii) PWIMF;
and (iii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM and PWIMF
, the “Reporting Persons”).
The 1,565,852 shares of Common Stock of the Company held in the aggregate by the PW Funds, which constitute approximately
6.3% of the shares of Common Stock of the Company deemed to be issued and outstanding as of
May
9, 2018, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment manager to the PW Funds, and (y) indirectly
by Mr. Park, as the managing member of
PWAM.
As of May 9, 2018, PWIMF
held
1,406,800 shares of Common Stock, constituting
approximately 5.7% of the Common Stock deemed to be issued and outstanding as of May 9
, 2018.
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Item 2(b). Address of Principal Business Office or, if None, Residence:
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The address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
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Item 2(c). Citizenship:
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PWAM is organized under the laws of the State of Delaware.
PWIMF
is a Cayman Islands exempted company. Mr. Park is a citizen of the United States
.
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Item 2(d). Title of Class of Securities:
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Common Stock, $0.
0001 par value per
share
.
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Item 2(e). CUSIP No.:
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52177G102
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Item
3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person
Filing is a:
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Not Applicable.
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Item 4. Ownership:
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As reported in the cover pages to this
report, the ownership information with respect to each of PWAM and Mr. Park is as follows:
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(a) Amount Beneficially Owned:
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1,565,852*
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(b) Percent of Class:
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6.3%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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0
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(ii) Shared power to vote or to direct the vote:
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1,565,852*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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1,565,852*
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As reported in the cover pages to this
report, the ownership information with respect to PWIMF is as follows:
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(a) Amount Beneficially Owned:
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1,406,800*
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(b) Percent of Class:
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5.7%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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0
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(ii) Shared power to vote or to direct the vote:
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1,406,800*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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1,406,800*
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* This Schedule 13G is being jointly
filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted
company that is the holder of 1,406,800 shares of Common Stock and (b) PWPI, a Cayman Islands exempted company that is
the holder of 159,052 shares of Common Stock; (ii) PWIMF; and (iii) Mr. Park, as the sole member and manager of PWAM.
The
1,565,852 shares of Common Stock held in the aggregate by the PW Funds, which constitutes approximately 6.3% of the shares of
Common Stock deemed issued and outstanding as of May 9, 2018, may be deemed to be beneficially owned (x) indirectly by PWAM, as
the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM. The
foregoing beneficial ownership percentage is based upon 24,752,763 shares of Common Stock, issued and outstanding as of April
30, 2018
, based on information reported by the Company in its Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2018
.
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Item 5. Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ]
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not Applicable.
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Item 8. Identification and Classification of Members of the Group
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Not Applicable.
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Item 9. Notice of Dissolution of Group
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Not Applicable.
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Item 10. Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.
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SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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May 21,
2018
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/
Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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PARK WEST INVESTORS
MASTER FUND, LIMITED
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By: Park West Asset
Management LLC, its Investment Manager
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By:
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/s/
Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C.
1001)
Exhibit Index
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Exhibit
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A. Joint Filing
Agreement dated as of May 21, 2018, by and among Park West Asset Management, LLC, Park West Investors Master Fund, Limited
and Peter S. Park.
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement
on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of
Leaf
Group Ltd., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule
13G. In evidence thereof, the undersigned hereby execute this agreement this 21st day
of May, 2018.
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/
Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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PARK WEST INVESTORS
MASTER FUND, LIMITED
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By: Park West Asset
Management LLC, its Investment Manager
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By:
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/s/
Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park
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