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Filing Details

Accession Number:: 0001144204-19-034623
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-07-12 20:54:18
Reporting Period:: 2019-07-10

Accepted Time:: 2019-07-12 20:54:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1528930	Liberty Tax Inc.	TAXA	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1099408	Kahn Capital Management Llc	4705 S. Apopka Vineland Road Suite 206 Orlando FL 32819	No	No	Yes	No
1455976	Randall Brian Kahn	4705 S. Apopka Vineland Road Suite 206 Orlando FL 32819	No	No	Yes	No
1511498	Vintage Capital Management Llc	4705 S. Apopka Vineland Road Suite 206 Orlando FL 32819	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-07-10	2,083,333	$12.00	4,158,484	No	4	P	Indirect	Please see footnotes
Common Stock	Acquisiton	2019-07-10	2,912,628	$12.00	7,071,112	No	4	P	Indirect	Please see footnotes
Common Stock	Acquisiton	2019-07-10	1,914,983	$12.00	8,986,095	No	4	P	Indirect	Please see footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Please see footnotes
No	4	P	Indirect	Please see footnotes
No	4	P	Indirect	Please see footnotes

Footnotes

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.
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.
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)
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.