| 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. [ TAXA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/10/2019 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 07/10/2019 | P | 2,083,333.33 | A | $12 | 4,158,484.33 | I | Please see footnotes(1)(2)(3)(4) | ||
| Common Stock | 07/10/2019 | P | 2,912,628.03 | A | $12 | 7,071,112.36 | I | Please see footnotes(1)(2)(3)(4) | ||
| Common Stock | 07/10/2019 | P | 1,914,982.53 | A | $12 | 8,986,094.89 | I | Please see footnotes(1)(2)(3)(4) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Mr. Kahn (together with Vintage Capital and Kahn Capital, the "Reporting Persons"), a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. |
| 2. Mr. Kahn, who serves as (A) the manager and sole member of Kahn Capital; (B) the manager and a member of Vintage Capital; and (C) the manager or other control person of entities that, directly or indirectly, control investment vehicles for which the Reporting Persons, directly or indirectly, act as general partner, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, New Holdco Units (as defined below) or shares of Preferred Stock (as defined below), may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital and Kahn Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. |
| 3. On July 10, 2019, an Investment Vehicle controlled by the Reporting Persons purchased approximately 2,083,333 shares of Common Stock from the Issuer for an aggregate purchase price of $25,000,000 at a per share price of $12.00. In addition, on July 10, 2019, pursuant to the terms of the Agreement of Merger and Business Combination Agreement (the "Business Combination Agreement") entered into by the Issuer, two Investment Vehicles controlled by Mr. Kahn were issued an aggregate of approximately 4,827,610 units of Franchise Group New Holdco, LLC, a direct wholly-owned subsidiary of the Issuer ("New Holdco" and such units, "New Holdco Units") and 965,522 shares of Voting Non-Economic Preferred Stock of the Issuer ("Preferred Stock"). The New Holdco Units and shares of Preferred Stock were issued as consideration in the merger contemplated by the Business Combination Agreement. (continued in footnote 4) |
| 4. The New Holdco Units were issued based on a price per share of Common Stock of $12.00. Nominal economic value was ascribed to the shares of Preferred Stock pursuant to the Business Combination Agreement and the Certificate of Designation of the Preferred Stock (the "Certificate of Designation"). Following an initial six-month lockup period, the Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Units and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock pursuant to the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation. The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis as described above in footnote 3. |
| Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager | 07/12/2019 | |
| Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager | 07/12/2019 | |
| /s/ Brian R. Kahn | 07/12/2019 | |
| ** 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. | ||