Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
EDISON VENTURE FUND IV LP
   2. Issuer Name and Ticker or Trading Symbol
JTH Holding, Inc. [TAX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1009 LENOX DRIVE #4, 		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2013
(Street)

LAWRENCEVILLE, NJ 08648		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Class A Common Stock 04/01/2013   X   48,627 A $ 15 1,351,827 D (1)  
Class A Common Stock 04/01/2013   S   46,195 (2) D $ 15.79 1,305,632 D (1)  
Class A Common Stock 04/01/2013   S   82,432 (3) D $ 15.8 1,223,200 D (1)  

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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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 15 04/01/2013   X     10,000 12/16/2008 06/16/2013 Class A Common Stock 10,000 $ 0 0 D  
Stock Option (right to buy) $ 15 04/01/2013   X     10,000 11/29/2009 05/29/2014 Class A Common Stock 10,000 $ 0 0 D  
Stock Option (right to buy) $ 15 04/01/2013   X     10,000 12/04/2010 06/04/2015 Class A Common Stock 10,000 $ 0 0 D  
Stock Option (right to buy) $ 15 04/01/2013   X     10,000 12/03/2011 06/03/2016 Class A Common Stock 10,000 $ 0 0 D  
Stock Option (right to buy) $ 15 04/01/2013   X     8,627 12/01/2012 06/01/2017 Class A Common Stock 8,627 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EDISON VENTURE FUND IV LP
1009 LENOX DRIVE #4
LAWRENCEVILLE, NJ 08648		     X    
MARTINSON ROSS T
C/O EDISON VENTURE FUND
1009 LENOX DRIVE #4
LAWRENCEVILLE, NJ 08648		     X    
ALLEGRA JOSEPH A
C/O EDISON VENTURE FUND
1009 LENOX DRIVE #4
LAWRENCEVILLE, NJ 08648		     X    
MARTINSON JOHN H
C/O EDISON VENTURE FUND
1009 LENOX DRIVE #4
LAWRENCEVILLE, NJ 08648		     X    
Edison Partners IV LP
1009 LENOX DRIVE #4
LAWRENCEVILLE, NJ 08648		     X    

Signatures

 /s/ Ross T. Martinson, General Partner of Edison Partners IV, L.P., the General Partner of Edison Venture Fund IV, L.P.   04/03/2013
**Signature of Reporting Person Date
 /s/ Ross T. Martinson   04/03/2013
**Signature of Reporting Person Date
 /s/ Ross T. Martinson, Attorney-in-Fact of Joseph A. Allegra   04/03/2013
**Signature of Reporting Person Date
 /s/ Ross T. Martinson, Attorney-in-Fact of John H. Martinson   04/03/2013
**Signature of Reporting Person Date
 /s/ Ross T. Martinson, General Partner   04/03/2013
**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) The shares are held by Edison Venture Fund IV, L.P. ("Edison Venture"). Edison Partners IV, L.P. ("Edison Partners") is the general partner of Edison Venture. Joseph A. Allegra, Gary P. Golding, John H. Martinson and Ross T. Martinson are general partners of Edison Partners and may be deemed to beneficially own the shares held by Edison Partners. Mr. Golding is a director of the issuer and files separate reports under Section 16. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.
(2) Reflects 46,195 shares withheld by the issuer at the market price of $15.79 per share less an exercise price of $15.00 per share to fund the cashless exercise of 48,627 options owned by Edison Venture.
(3) Reflects 82,432 shares repurchased from Edison Venture by the issuer.

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