B. Riley Financial (RILY) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

21255 BURBANK BOULEVARD,

SUITE 400

(Street)

WOODLAND HILLS, CA 91367

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2018

3. Issuer Name and Ticker or Trading Symbol
Liberty Tax, Inc. [ TAX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,005,353(2)	D
Class A Common Stock	475,000	I	Please see footnotes(1)(3)(4)
Class A Common Stock	150,000	I	Please see footnotes(1)(3)(5)
Class A Common Stock	455,434	I	Please see footnotes(1)(3)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

21255 BURBANK BOULEVARD,

SUITE 400

(Street)

WOODLAND HILLS, CA 91367

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Partners Opportunity Fund, LP

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.,

SUITE 800

(Street)

LOS ANGELES, CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.,

SUITE 800

(Street)

LOS ANGELES, CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY FBR, INC.

(Last) (First) (Middle)

119 ROWAYTON AVENUE,

2ND FLOOR

(Street)

NORWALK, CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dialectic Antithesis Partners, LP

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.,

SUITE 800

(Street)

LOS ANGELES, CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BR Dialectic Capital Management, LLC

(Last) (First) (Middle)

119 ROWAYTON AVENUE,

2ND FLOOR

(Street)

NORWALK, CT 06853

(City) (State) (Zip)

Explanation of Responses:

1. In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 3 is being filed jointly by BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley FBR, Inc., a Delaware corporation ("BRFBR"), Dialectic Antithesis Partners, LP, a Delaware limited partnership ("Dialectic") and BR Dialectic Capital Management, LLC, a Delaware limited liability company (collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock, par value $0.01 per share ("Tax Common Stock"), of Liberty Tax, Inc., a Delaware corporation ("Liberty Tax" or the "Issuer"), reported herein except to the extent of its pecuniary interest therein.

2. Represents 2,005,353 shares of Tax Common Stock owned directly by BRF.

3. BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BRCM is an investment advisor to BRFBR and BRF is the parent company of BRFBR. As a result, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRFBR. BR Dialectic is the general partner and investment manager of Dialectic. BRCM is an investment advisor and the parent company of BR Dialectic and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by Dialectic.

4. Represents 475,000 shares of Tax Common Stock owned directly by BRPLP.

5. Represents 150,000 shares of Tax Common Stock owned directly by Dialectic.

6. Represents 455,434 shares of Tax Common Stock owned directly by BRFBR.

Remarks:

BRPGP had not yet obtained edgar access codes at the time of this filing and therefore cannot sign this Form 3. The Filing Persons expect to file an amended Form 3/A adding BRPGP as a reporting owner and signatory once that entity has obtained edgar access codes.

	B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	08/06/2018
	BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Executive Officer	08/06/2018
	B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer	08/06/2018
	Dialectic Antithesis Partners, LP, by: /s/ John Fichthorn, Portfolio Manager	08/06/2018
	B. Riley FBR, Inc., by: /s/ Bryant R. Riley, Executive Officer	08/06/2018
	BR Dialectic Capital Management, LLC, by: /s/ John Fichthorn, Managing Member	08/06/2018
	** Signature of Reporting Person	Date
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