Sec Form 4 Filing - EDISON VENTURE FUND IV LP @ JTH Holding, Inc. - 2013-04-01

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 EDISON VENTURE FUND IV LP 2. Issuer Name and Ticker or Trading Symbol JTH Holding, Inc. [ TAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1009 LENOX DRIVE #4, 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2013 (Street) LAWRENCEVILLE, NJ08648 4. If Amendment, Date Original Filed (MM/DD/YY) 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 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 04/01/2013 X 48,627 A $ 15 1,351,827 D ( 1 ) Class A Common Stock 04/01/2013 S 46,195 ( 2 ) D $ 15.79 1,305,632 D ( 1 ) Class A Common Stock 04/01/2013 S 82,432 ( 3 ) D $ 15.8 1,223,200 D ( 1 )

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 Stock Option (right to buy) $ 15 04/01/2013 X 10,000 12/16/2008 06/16/2013 Class A Common Stock 10,000 $ 0 0 D Stock Option (right to buy) $ 15 04/01/2013 X 10,000 11/29/2009 05/29/2014 Class A Common Stock 10,000 $ 0 0 D Stock Option (right to buy) $ 15 04/01/2013 X 10,000 12/04/2010 06/04/2015 Class A Common Stock 10,000 $ 0 0 D Stock Option (right to buy) $ 15 04/01/2013 X 10,000 12/03/2011 06/03/2016 Class A Common Stock 10,000 $ 0 0 D Stock Option (right to buy) $ 15 04/01/2013 X 8,627 12/01/2012 06/01/2017 Class A Common Stock 8,627 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EDISON VENTURE FUND IV LP 1009 LENOX DRIVE #4 LAWRENCEVILLE, NJ08648 X MARTINSON ROSS T C/O EDISON VENTURE FUND 1009 LENOX DRIVE #4 LAWRENCEVILLE, NJ08648 X ALLEGRA JOSEPH A C/O EDISON VENTURE FUND 1009 LENOX DRIVE #4 LAWRENCEVILLE, NJ08648 X MARTINSON JOHN H C/O EDISON VENTURE FUND 1009 LENOX DRIVE #4 LAWRENCEVILLE, NJ08648 X Edison Partners IV LP 1009 LENOX DRIVE #4 LAWRENCEVILLE, NJ08648 X Signatures /s/ Ross T. Martinson, General Partner of Edison Partners IV, L.P., the General Partner of Edison Venture Fund IV, L.P. 04/03/2013 Signature of Reporting Person Date /s/ Ross T. Martinson 04/03/2013 Signature of Reporting Person Date /s/ Ross T. Martinson, Attorney-in-Fact of Joseph A. Allegra 04/03/2013 Signature of Reporting Person Date /s/ Ross T. Martinson, Attorney-in-Fact of John H. Martinson 04/03/2013 Signature of Reporting Person Date /s/ Ross T. Martinson, General Partner 04/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by Edison Venture Fund IV, L.P. ("Edison Venture"). Edison Partners IV, L.P. ("Edison Partners") is the general partner of Edison Venture. Joseph A. Allegra, Gary P. Golding, John H. Martinson and Ross T. Martinson are general partners of Edison Partners and may be deemed to beneficially own the shares held by Edison Partners. Mr. Golding is a director of the issuer and files separate reports under Section 16. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein. ( 2 )Reflects 46,195 shares withheld by the issuer at the market price of $15.79 per share less an exercise price of $15.00 per share to fund the cashless exercise of 48,627 options owned by Edison Venture. ( 3 )Reflects 82,432 shares repurchased from Edison Venture by the issuer.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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