SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Stern Mitchell (Last) (First) (Middle) 1655 26TH STREET (Street) SANTA MONICA CA 90404 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LEAF GROUP LTD. [ LFGR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/10/2016	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, $.0001 par value	02/10/2016		A		16,704(1)	A	$0	16,704	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. See remarks below.

Remarks:

Footnote No. 1 on Mr. Stern's Statement of Changes in Beneficial Ownership on Form 4 as filed with the Securities and Exchange Commission on February 12, 2016 incorrectly stated the vesting schedule for the 16,704 restricted stock units which were granted to him pursuant to the Company's Outside Director Compensation Program. Footnote No. 1 is to be replaced in its entirety as follows: 1. In connection with Mr. Stern's appointment to the Company's board of directors (the "Board") on February 10, 2016, and pursuant to the Company's Outside Director Compensation Program, as updated in February 2016, Mr. Stern was granted 16,704 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Mr. Stern's continued service on the Board through the applicable vesting date, 5,567 of these RSU's will vest on February 10, 2017 and the remaining 11,137 RSUs will vest in eight (8) substantially equal installments on each three month anniversary of February 10, 2017 thereafter.

	/s/ Daniel J. Weinrot, as attorney-in-fact for Mitchell Stern	05/19/2017
	** Signature of Reporting Person	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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