LEAF Leaf Group Ltd

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Merger became effective at 8:05 a.m. (Eastern time) on the Closing Date, and at such time (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock held by the Company as treasury stock or owned by Parent or Merger Sub and (ii) shares of Company Common Stock held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such shares) was cancelled and automatically converted into the right to receive cash in an amount equal to $8.50 per share, net of applicable withholding taxes and without interest thereon (the “Merger Consideration”).

In addition, at the Effective Time, by virtue of the Merger, (i) each outstanding option to purchase shares of Company Common Stock (each referred to as a “Leaf Group Option”) issued under the Company’s Amended and Restated 2010 Incentive Award Plan (the “Incentive Plan”) was cancelled and converted into the right to receive an amount in cash equal to, net of applicable tax withholding, the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock underlying such Leaf Group Option, multiplied by (y) the total number of shares of Company Common Stock subject to such Leaf Group Option, (ii) each outstanding restricted stock unit of the Company (each, referred to as a “Leaf Group RSU”) issued under the Incentive Plan that was vested immediately prior to the Effective Time or that became vested by its terms as a result of the Merger was cancelled and converted into the right to receive an amount (such amount is referred to as the “RSU Consideration”) in cash equal to, net of applicable tax withholding, the Merger Consideration in respect of each share of Company Common Stock subject to such Leaf Group RSU, and (iii) each outstanding Leaf Group RSU that was not vested immediately prior to the Effective Time was cancelled and converted into the right to receive the RSU Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof) as applicable to such unvested awards to which such RSU Consideration relates.

All Leaf Group Options held by Company employees were already vested prior to the Effective Time according to their terms, and all Leaf Group Options held by the Company’s non-employee directors that were not otherwise vested became automatically vested as of the Effective Time, pursuant to their terms. At the Effective Time, all Leaf Group Options with an exercise price equal to or greater than the Merger Consideration was cancelled for no consideration.

The total transaction value, including payment of the aggregate Merger Consideration and other payments made or to be made in respect of Leaf Group Options and Leaf Group RSUs, is approximately $323 million.

The Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2021, as supplemented on June 3, 2021 (the “Proxy Statement”), contains additional information about the Merger and the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of the Company in the Merger.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on April 5, 2021, and is incorporated by reference herein.