Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  B. Riley Financial, Inc.
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2018
3. Issuer Name and Ticker or Trading Symbol
Liberty Tax, Inc. [TAX]
(Last)
(First)
(Middle)
21255 BURBANK BOULEVARD,, SUITE 400
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 Original Filed(Month/Day/Year)
08/06/2018
(Street)

WOODLAND HILLS,, CA 91367
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 (1) (2)
D
 
Class A Common Stock 475,000
I
Please see footnotes (1) (3)
Class A Common Stock 150,000
I
Please see footnotes (1) (4)
Class A Common Stock 304,767
I
Please see footnotes (1) (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
B. Riley Financial, Inc.
21255 BURBANK BOULEVARD,
SUITE 400
WOODLAND HILLS,, CA 91367
    X    
BRC Partners Opportunity Fund, LP
11100 SANTA MONICA BLVD.,
SUITE 800
LOS ANGELES,, CA 90025
    X    
BRC Partners Management GP, LLC
11100 SANTA MONICA BLVD SUITE 800
LOS ANGELES, CA 90025
    X    
B. RILEY CAPITAL MANAGEMENT, LLC
11100 SANTA MONICA BLVD.,
SUITE 800
LOS ANGELES,, CA 90025
    X    
B. RILEY FBR, INC.
11100 SANTA MONICA BLVD.,
SUITE 800
LOS ANGELES,, CA 90025
    X    
Dialectic Antithesis Partners, LP
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK,
LOS ANGELES,, CT 06853
    X    
BR Dialectic Capital Management, LLC
119 ROWAYTON AVENUE,
2ND FLOOR
NORWALK,, CT 06853
    X    

Signatures

B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 12/24/2018
**Signature of Reporting Person Date

BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Executive Officer 12/24/2018
**Signature of Reporting Person Date

BRC Partners Management GP, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 12/24/2018
**Signature of Reporting Person Date

B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 12/24/2018
**Signature of Reporting Person Date

Dialectic Antithesis Partners, LP, by: /s/ John Fichthorn, Portfolio Manager 12/24/2018
**Signature of Reporting Person Date

B. Riley FBR, Inc., by: /s/ Bryant R. Riley, Executive Officer 12/24/2018
**Signature of Reporting Person Date

BR Dialectic Capital Management, LLC, by: /s/ John Fichthorn, Managing Member 12/24/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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").
(2) 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. BRF is the parent company of BRFBR. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRFBR. BR Dialectic is the general partner and investment advisor of Dialectic. BRCM is 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. 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. Represents 2,005,353 shares of Tax Common Stock owned directly by BRF.
(3) Represents 475,000 shares of Tax Common Stock owned directly by BRPLP.
(4) Represents 150,000 shares of Tax Common Stock owned directly by Dialectic.
(5) Represents 304,767 shares of Tax Common Stock owned directly by BRFBR.
 
Remarks:
This filing amends the Form 3 filed on August 6, 2018, as amended, to correct the number of shares beneficially owned directly by BRFBR.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.