UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
B. Riley Financial, Inc. 21255 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS,, CA 91367 |
 |  X |  |  |
BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES,, CA 90025 |
 |  X |  |  |
B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES,, CA 90025 |
 |  X |  |  |
B. RILEY FBR, INC. 119 ROWAYTON AVENUE, 2ND FLOOR NORWALK,, CT 06853 |
 |  X |  |  |
Dialectic Antithesis Partners, LP 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES,, CA 90025 |
 |  X |  |  |
BR Dialectic Capital Management, LLC 119 ROWAYTON AVENUE, 2ND FLOOR NORWALK,, CT 06853 |
 |  X |  |  |
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer | 08/06/2018 | |
**Signature of Reporting Person | Date | |
BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Executive Officer | 08/06/2018 | |
**Signature of Reporting Person | Date | |
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer | 08/06/2018 | |
**Signature of Reporting Person | Date | |
Dialectic Antithesis Partners, LP, by: /s/ John Fichthorn, Portfolio Manager | 08/06/2018 | |
**Signature of Reporting Person | Date | |
B. Riley FBR, Inc., by: /s/ Bryant R. Riley, Executive Officer | 08/06/2018 | |
**Signature of Reporting Person | Date | |
BR Dialectic Capital Management, LLC, by: /s/ John Fichthorn, Managing Member | 08/06/2018 | |
**Signature of Reporting Person | Date |
* | 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) | In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 3 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. |
(2) | Represents 2,005,353 shares of Tax Common Stock owned directly by BRF. |
(3) | 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. BRCM is an investment advisor to BRFBR and BRF is the parent company of BRFBR. As a result, BRCM and 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. |
(4) | Represents 475,000 shares of Tax Common Stock owned directly by BRPLP. |
(5) | Represents 150,000 shares of Tax Common Stock owned directly by Dialectic. |
(6) | Represents 455,434 shares of Tax Common Stock owned directly by BRFBR. |
 Remarks: BRPGP had not yet obtained edgar access codes at the time of this filing and therefore cannot sign this Form 3. The Filing Persons expect to file an amended Form 3/A adding BRPGP as a reporting owner and signatory once that entity has obtained edgar access codes. |