SEC Form 4 · accession 0001615774-18-007753
Liberty Tax, Inc. · TAXA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
B. RILEY FBR, INC.
10% Owner
Dialectic Antithesis Partners, LP
10% Owner
B. Riley Financial, Inc.
10% Owner
BRC Partners Opportunity Fund, LP
10% Owner
B. RILEY CAPITAL MANAGEMENT, LLC
10% Owner
BR Dialectic Capital Management, LLC
10% Owner
BRC Partners Management GP, LLC
10% Owner
Period of report
Aug 6, 2018
Accepted (ET)
Aug 8, 2018 · 6:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001528930
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Aug 6, 2018 | P | 18,916 | $9.2824 | A | 3,334,703 | I | See notes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In 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"). 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.
- F2BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP, BRCM 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.
- F3Represents 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 4 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.