SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
B. Riley Financial, Inc.

(Last) (First) (Middle)
21255 BURBANK BLVD.
SUITE 400

(Street)
WOODLAND HILLS CA 91367

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Franchise Group, Inc. [ FRGA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/23/2019 P 1,000,000 A $12 1,475,375 I See notes(1)(2)(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
B. Riley Financial, Inc.

(Last) (First) (Middle)
21255 BURBANK BLVD.
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*
BRC Partners Management GP, 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 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)
11100 SANTA MONICA BLVD
SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dialectic Antithesis Partners, LP

(Last) (First) (Middle)
119 ROWAYTON AVENUE, 2ND FLOOR
2ND FLOOR

(Street)
NORWALK CT 06853

(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 4 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 of Franchise Group, Inc. (the "Company" or the "Issuer"), par value $0.01 per share ("Franchise Common Stock"), reported herein except to the extent of its pecuniary interest therein.
2. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. 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 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.
3. Represents shares of Franchise Common Stock owned directly by BRFBR.
Remarks:
On September 19, 2019, the Issuer formerly known as Liberty Tax, Inc. filed with the Secretary of State of the State of Delaware amendments to its certificate of incorporation that included the change of the Company's name to "Franchise Group, Inc." On the same date, the Company announced that, effective on September 20, 2019, its stock trading symbol would change from "TAXA" to "FRGA."
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 10/25/2019
BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer 10/25/2019
BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 10/25/2019
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 10/25/2019
B. Riley FBR, Inc., by: /s/ Andy Moore, Chief Executive Officer 10/25/2019
Dialectic Antithesis Partners, LP, by: /s/ John Fichthorn, Portfolio Manager 10/25/2019
BR Dialectic Capital Management, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 10/25/2019
** Signature of Reporting Person Date
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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