Sec Form 4 Filing - Bates Nicholas @ Liberty Tax, Inc. - 2017-12-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bates Nicholas 2. Issuer Name and Ticker or Trading Symbol Liberty Tax, Inc. [ TAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1715 CORPORATE LANDING PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2017 (Street) VIRGINIA BEACH, VA23454 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 12/09/2017 M( 4 ) 892 A 892 D Class A Common Stock 12/09/2017 F 296 ( 6 ) D $ 11.95 596 D Class A Common Stock 03/01/2018 M( 5 ) 2,671 A 3,267 D Class A Common Stock 03/01/2018 F 946 ( 7 ) D $ 7.85 2,321 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 1 ) 12/09/2017 M 892 ( 2 ) ( 2 ) Class A Common Stock 892 $ 0 1,784 D Restricted Stock Units ( 1 ) 03/01/2018 M 2,671 ( 3 ) ( 3 ) Class A Common Stock 2,671 $ 0 2,671 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bates Nicholas 1715 CORPORATE LANDING PARKWAY VIRGINIA BEACH, VA23454 Chief Financial Officer Signatures Nicholas Bates 04/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the right to receive, upon vesting, one share of Class A Common Stock. ( 2 )This restricted stock unit award was granted on December 9, 2016 and one-third of the restricted stock units vested on December 9, 2017. ( 3 )This restricted stock unit award was granted on September 6,2017 and one-half of the restricted stock units vested on March 1, 2018. ( 4 )Represents the conversion upon vesting of restricted stock units into Class A Common Stock. On December 9, 2016, the reporting person was granted 2676 restricted stock units, of which one-third of the shares subject to the restricted stock units vested on December 9, 2017. Those restricted stock units were previously reported in Table II on the Form 3 filed with the Securities and Exchange Commission on September 8, 2017. ( 5 )Represents the conversion upon vesting of restricted stock units into Class A Common Stock. On September 6, 2017, the reporting person was award a one-time retention grant of 5342 restricted stock units, of which one-half of the shares subject to the restricted stock units vested on March 1, 2018. Those restricted stock units were previously reported in Table II on the Form 3 filed with the Securities and Exchange Commission on September 8, 2017. ( 6 )Reflects 296 shares withheld by Issuer at market price of $11.95 per share to fund the payment of taxes for the conversion. ( 7 )Reflects 946 shares withheld by Issuer at market price of $7.85 per share to fund the payment of taxes for the conversion.

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).

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