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FORM 5
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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1. Name and Address of Reporting Person *
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| B. Riley Financial, Inc. |
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2. Issuer Name and Ticker or Trading Symbol
Liberty Tax, Inc. [TAXA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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21255 BURBANK BLVD., SUITE 400 |
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018 |
WOODLAND HILLS, CA 91367 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Reporting
(check applicable line)
___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 11/12/2018 |
| P | 100 | A |
$9.5 | 475,375 | I | See notes (1) (2) (3) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | 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 control number. | SEC 2270 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
B. Riley Financial, Inc.
21255 BURBANK BLVD.
SUITE 400
WOODLAND HILLS, CA 91367 |
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X
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BRC Partners Opportunity Fund, LP
11100 SANTA MONICA BLVD. SUITE 800
LOS ANGELES, CA 90025 |
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X
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BRC Partners Management GP, LLC
11100 SANTA MONICA BLVD SUITE 800
LOS ANGELES, CA 90025 |
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X
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B. RILEY CAPITAL MANAGEMENT, LLC
11100 SANTA MONICA BLVD.
SUITE 800
LOS ANGELES, CA 90025 |
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X
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B. Riley FBR, Inc.
11100 SANTA MONICA BLVD
SUITE 800
LOS ANGELES, CA 90025 |
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X
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Dialectic Antithesis Partners, LP
119 ROWAYTON AVENUE
2ND FLOOR
NORWALK, CT 06853 |
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X
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BR Dialectic Capital Management, LLC
119 ROWAYTON AVENUE
2ND FLOOR
NORWALK, CT 06853 |
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X
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Signatures
| B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer | | 02/07/2019 |
| **Signature of Reporting Person | Date |
| BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer | | 02/07/2019 |
| **Signature of Reporting Person | Date |
| BRC Partners Management GP, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer | | 02/07/2019 |
| **Signature of Reporting Person | Date |
| B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer | | 02/07/2019 |
| **Signature of Reporting Person | Date |
| B. Riley FBR, Inc., by: /s/ Andy Moore, Chief Executive Officer | | 02/07/2019 |
| **Signature of Reporting Person | Date |
| Dialectic Antithesis Partners, LP, by: /s/ John Fichthorn, Portfolio Manager | | 02/07/2019 |
| **Signature of Reporting Person | Date |
| BR Dialectic Capital Management, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer | | 02/07/2019 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley FBR, Inc., a Delaware corporation ("BRFBR"), Dialectic Antithesis Partners, LP, a Delaware limited partnership ("Dialectic") and BR Dialectic Capital Management, LLC, a Delaware limited liability company (collectively, the "Filing Persons"). |
| (2) | BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BRF is the parent company of BRFBR. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRFBR. BR Dialectic is the general partner and investment manager of Dialectic. BRCM is an investment advisor and the parent company of BR Dialectic and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by Dialectic. Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock, par value $0.01 per share ("Tax Common Stock"), of Liberty Tax, Inc., a Delaware corporation ("Liberty Tax" or the "Issuer"), reported herein except to the extent of its pecuniary interest therein. |
| (3) | Represents shares of Tax Common Stock owned directly by BRFBR. |
Remarks:
Each of the Filing Persons may be deemed to beneficially own the securities of the Issuer owned by the other Filing Persons. The filing of this Form 5 shall not be deemed an admission that the Filing Persons are the beneficial owners of any securities of the Issuer it does not directly own. Each of the Filing Persons specifically disclaims beneficial ownership of the securities reported herein that it does not directly own. |
Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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