0001104659-15-010359.txt : 20150213 0001104659-15-010359.hdr.sgml : 20150213 20150213160531 ACCESSION NUMBER: 0001104659-15-010359 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: EDISON PARTNERS IV, L.P. GROUP MEMBERS: GARY P. GOLDING GROUP MEMBERS: JOHN H. MARTINSON GROUP MEMBERS: JOSEPH A. ALLEGRA GROUP MEMBERS: ROSS T. MARTINSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Tax, Inc. CENTRAL INDEX KEY: 0001528930 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 273561876 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87322 FILM NUMBER: 15614311 BUSINESS ADDRESS: STREET 1: 1716 CORPORATE LANDING PARKWAY CITY: VIRGINIA BEACH STATE: VA ZIP: 23454 BUSINESS PHONE: 757-493-8855 MAIL ADDRESS: STREET 1: 1716 CORPORATE LANDING PARKWAY CITY: VIRGINIA BEACH STATE: VA ZIP: 23454 FORMER COMPANY: FORMER CONFORMED NAME: JTH Holding, Inc. DATE OF NAME CHANGE: 20110830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDISON VENTURE FUND IV LP CENTRAL INDEX KEY: 0001065845 IRS NUMBER: 00000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 997 LENOX DRIVE STREET 2: #3 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 MAIL ADDRESS: STREET 1: 1009 LENOX DRIVE #4 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 SC 13G/A 1 a15-4550_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Amendment No. 2)*

 

Liberty Tax, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

53128T102

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 53128T102

13G

 

 

 

1

Names of Reporting Persons:
Edison Venture Fund IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
PN

 

2


 

CUSIP No. 53128T102

13G

 

 

 

1

Names of Reporting Persons:
Edison Partners IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 53128T102

13G

 

 

 

1

Names of Reporting Persons:
Gary P. Golding

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

4


 

CUSIP No. 53128T102

13G

 

 

 

1

Names of Reporting Persons:
John H. Martinson

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*                                 o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person*
IN

 

5


 

CUSIP No. 53128T102

13G

 

 

 

1

Names of Reporting Persons:
Joseph A. Allegra

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*                                 o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person*
IN

 

6


 

CUSIP No. 53128T102

13G

 

 

 

1

Names of Reporting Persons:
Ross T. Martinson

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*                                 o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person*
IN

 

7


 

CUSIP No. 53128T102

13G

 

 

Item 1(a).

 

Name of Issuer:
Liberty Tax, Inc.

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
1716 Corporate Landing Parkway
Virginia Beach, Virginia 23454

 

Item 2(a).

 

Name of Person Filing:
Edison Venture Fund IV, L.P.

Edison Venture Partners IV, L.P.

Gary P. Golding

John H. Martinson

Joseph A. Allegra

Ross T. Martinson

The foregoing are collectively referred to as the “Reporting Persons.”

Item 2(b).

 

Address of Principal Business Offices or, if none, Residence:
1009 Lenox Drive #4

Lawrenceville, New Jersey 08648

Item 2(c).

 

Citizenship:
Each of Edison Venture Fund IV, L.P. and Edison Venture Partners IV, L.P. are partnerships formed under the laws of the State of Delaware.  Each of the individuals named above (the “Individual Partners”) are citizens of the United States of America.

Item 2(d).

 

Title of Class of Securities:
Common Stock, Par Value $0.01 Per Share

Item 2(e).

 

CUSIP Number:
53128T102

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act.

 

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act.

 

(c)

o

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 

(d)

o

Investment Company registered under Section 8 of the Investment Company Act.

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Not applicable.

 

8


 

CUSIP No. 53128T102

13G

 

 

Item 4.

Ownership (as of December 31, 2013).

 

(a)

Amount beneficially owned:   

0

 

(b)

Percent of class:   

0.0%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

See Box 5 on cover pages.

 

 

(ii)

Shared power to vote or direct the vote:    

See Box 6 on cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

See Box 7 on cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

See Box 8 on cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit Index.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

9


 

CUSIP No. 53128T102

13G

 

 

Item 10.

Certification.

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 13, 2015

 

 

 

EDISON PARTNERS IV, L.P., for itself and as general

 

 

partner of EDISON VENTURE FUND IV, L.P.

 

 

 

 

By:

/s/ Ross Martinson, as attorney-in-fact

 

 

Gary P. Golding

 

 

General Partner

 

 

 

 

 

 

 

By:

/s/ Ross Martinson, as attorney-in-fact

 

 

GARY P. GOLDING

 

 

 

 

 

 

 

By:

/s/ Ross Martinson, as attorney-in-fact

 

 

JOHN H. MARTINSON

 

 

 

 

 

 

 

By:

/s/ Ross Martinson, as attorney-in-fact

 

 

JOSEPH A. ALLEGRA

 

 

 

 

 

 

 

By:

/s/ Ross T. Martinson

 

 

ROSS T. MARTINSON

 

10


 

CUSIP No. 53128T102

13G

 

 

EXHIBIT INDEX

 

Exhibit No.

 

99.1                                                Joint filing statement pursuant to Rule 13d-1(k)(1). (Incorporated by reference from Exhibit 99.1 to Schedule 13G filed on February 14, 2013.)

 

11