SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Liberty Tax, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

53128T102

(CUSIP Number)

Vintage Capital Management, LLC

4705 S. Apopka Vineland Road, Suite 206

Orlando, FL 32819

(407) 909-8015

With a copy to:

Russell Leaf, Esq.

Tariq Mundiya, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

May 3, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* 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 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 (“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).

Explanatory Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on August 1, 2018 (the “Original 13D”, and, as amended by Amendment No. 1 to the Schedule 13D filed on August 9, 2018 and this Amendment, the “Schedule 13D”) by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 4 of this Schedule 13D is hereby amended and supplemented to include the following:

On May 3, 2019, Vintage Capital sent a letter (the “May 3 Letter”) to the Board of Directors of the Issuer stating, among other things, that Vintage Capital proposes to explore a recapitalization of the Issuer that would include a mechanism that would allow all shareholders of the Issuer, at their election, to receive $12.00 per share for any or all of their shares of Common Stock.

The foregoing summary of the May 3 Letter is qualified in its entirety by the full text of the May 3 Letter, which is filed as Exhibit 6 to this Schedule 13D, and is incorporated herein by reference.

Item 7 of this Schedule 13D is hereby amended and supplemented to add the following exhibit:

SIGNATURES

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: May 6, 2019

EXHIBIT INDEX

Exhibit 6 

May 3, 2019

Board of Directors

Liberty Tax, Inc.

1716 Corporate Landing Parkway

Virginia Beach, Virginia 23454

To the Board of Directors of Liberty Tax:

Vintage Capital Management, LLC (“Vintage”, “we” or “us”) proposes to explore a recapitalization (“Transaction”) of Liberty Tax, Inc. (the “Company” or “Liberty”) that would include a mechanism that would allow all stockholders of the Company, at their election, to receive $12.00 per share in cash for any or all of their shares, representing a premium of 33.33% over the closing price of $9.00 on May 2^nd.

We believe Liberty may be better served as a platform for the acquisition of other operating assets. One or more of such operating assets could be contributed to Liberty as a component of the Transaction. We believe that the Transaction, if pursued, is compelling for Liberty and its stockholders. In particular, we draw attention to the optionality the Transaction would present to Liberty stockholders – they would have the ability to elect immediate liquidity at a significant premium or maintain their equity ownership position for a timeframe of their choosing in what we expect will ultimately become a more liquid public company, thereby enabling stockholders to participate in potential upside that they will be able to evaluate prior to a closing. 

We believe strongly in the opportunities to improve and evolve the Company with a specific set of initiatives and relationships that we will bring to the Company through a Transaction. Leveraging our resources to stabilize the franchise system with a more attractive value proposition will put franchisees on stable financial footing and create an offering sufficient to attract new franchisees as well.

To finance the Transaction, we anticipate using a combination of debt and equity. Based on our deep relationships and experience, in particular with franchise models, we believe we will be able to raise the required financing on an expedited basis. Accordingly, we are prepared to immediately engage with the Company and its advisors to explore a potential Transaction that we believe will offer compelling value and optionality for Liberty stockholders.

Should you have any questions or require any additional information, please feel free to contact me at (407) 506-7085. We look forward to hearing from you with respect to this matter.

Sincerely,

Brian R. Kahn

Managing Member

Vintage Capital Management LLC