FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Tax, Inc. [ TAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/03/2018 | S | 95,137(1) | D | $8.54 | 0 | D | |||
Class A Common Stock | 08/03/2018 | S | 8,400(1) | D | $8.54 | 0 | I | By 714717 Alberta, Ltd. | ||
Special Voting Preferred Stock | 08/03/2018 | C | 10 | D | (2) | 0 | I | By Datatax Business Services, Ltd. | ||
Class A Common Stock | 08/03/2018 | C | 1,000,000 | A | (2) | 3,000,000 | I | By Datatax Business Services, Ltd. | ||
Class A Common Stock | 08/03/2018 | S | 3,000,000(1) | D | $8.54 | 0 | I | By Datatax Business Services, Ltd. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Exchangeable Shares | (2) | 08/03/2018 | C(2) | 1,000,000 | (3) | (3) | Class A Common Stock | 1,000,000 | (2) | 0 | I | By Datatax Business Services, Ltd. |
Explanation of Responses: |
1. On August 3, 2018, the Reporting Person entered into an agreement to sell all shares of the Issuer's common stock directly and indirectly beneficially owned by the Reporting Person to Vintage Tributum LP in a private transaction (the "Private Sale"). |
2. In connection with the Private Sale, Datatax Business Services Limited, an entity 100% owned by the Reporting Person, through which the Reporting Person indirectly beneficially owned shares of the Issuer, converted 1,000,000 Exchangeable Shares of Liberty Tax Holding Corporation, a wholly-owned subsidiary of the Issuer (the "Exchangeable Shares") and 10 shares of the Issuer's Special Voting Preferred Stock (the "Special Voting Preferred Stock") into 1,000,000 shares of the Issuer's Class A Common Stock. |
3. The Exchangeable Shares and Special Voting Preferred Stock were convertible into Class A Common Stock at any time and had no expiration date. |
/s/ Steven J. Ibbotson | 08/07/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |