FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Golding Gary Patrick 2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2012 3. Issuer Name and Ticker or Trading Symbol JTH Holding, Inc. [LTAXA] (Last) (First) (Middle) 1716 CORPORATE LANDING PARKWAY 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) 06/13/2012 (Street) VIRGINIA BEACH, VA 23454 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	12/01/2012	06/01/2017	Class A Common Stock	8,627 (1)	$ 15	I (2)	By Edison Venture Fund IV, L.P.
Restricted Stock Units	  (3)	  (3)	Class A Common Stock	1,373 (1)	$ (4)	I (2)	By Edison Venture Fund IV, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Golding Gary Patrick 1716 CORPORATE LANDING PARKWAY VIRGINIA BEACH, VA 23454	  X	  X	Â	Â

Signatures

Gary Golding		06/28/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The number of shares has been amended to correct an error in the allocation of options and restricted stock units as reported by the Company.
(2)	Mr. Golding is a General Partner of Edison Partners IV, L.P., the manager of Edison Venture Fund IV, L.P. and, as a result, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, is deemed to beneficially own the securities of the Issuer held by Edison Venture Fund IV, L.P. Mr. Golding disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3)	This restricted stock unit award was granted June 1, 2012 and vests in full on December 1, 2013.
(4)	Each restricted stock unit represents the right to receive, at settlement, one share of Class A Common Stock.

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