SEC FORM 3 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*
Ibbotson Steven

(Last) (First) (Middle)
1716 CORPORATE LANDING PARKWAY

(Street)
VIRGINIA BEACH VA 23454

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2012
3. Issuer Name and Ticker or Trading Symbol
JTH Holding, Inc. [ LTAXA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X 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)
X Form filed by One Reporting Person
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 128,633 D
Class A Common Stock 3,380,000 I By Datatax Business Services Limited
Class A Common Stock 8,400 I By 714718 Alberta, Ltd.
Special Voting Preferred Stock(1) 10 I By Datatax Business Services Limited
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
Class A Convertible Preferred Stock (2) (2) Class A Common Stock 300,000 (2) I By Datatax Business Services Limited
Exchangeable Shares (3) (3) Class A Common Stock 1,000,000 (3) I By Datatax Busines Services Limited
Employee Stock Options (right to buy) 12/16/2008 06/16/2013 Class A Common Stock 10,000 15 D
Employee Stock Options (right to buy) 11/29/2009 05/29/2014 Class A Common Stock 10,000 15 D
Employee Stock Options (right to buy) 12/04/2010 06/04/2015 Class A Common Stock 10,000 15 D
Employee Stock Options (right to buy) 12/03/2011 06/03/2016 Class A Common Stock 10,000 15 D
Employee Stock Options (right to buy) 12/01/2012 06/01/2017 Class A Common Stock 7,374 15 D
Restricted Stock Units (4) (4) Class A Common Stock 2,626 (5) D
Explanation of Responses:
1. The holders of Special Voting Preferred Stock are entitled to vote as one class with the holders of Class A Common Stock based upon each share of Special Voting Preferred Stock being entitled to vote as if it represented 100,000 shares of Class A Common Stock.
2. The holder of any shares of Class A Convertible Preferred Stock has the right, at such holder's option, at any time and from time to time to convert any of such shares of Class A Convertible Preferred Stock into shares of Class A Common Stock at the rate of ten shares of Class A Common Stock for each share of Class A Convertible Preferred Stock. Each share of Class A Convertible Preferred Stock may automatically convert into shares of Class A Common Stock in certain circumstances, as set forth in the Issuer's Amended and Restated Certificate of Incorporation.
3. Consists of 100,000 Exchangeable Shares of Liberty Tax Holding Corporation, a wholly-owned subsidiary of Issuer, which may be exchanged for shares of Class A Common Stock of Issuer at any time and from time to time, subject to retraction or redemption by Issuer in certain circumstances, on a ten-for-one basis, subject to adjustment, and have no expiration date. In order to exchange any Exchangeable Share for Class A Common Stock, the holder thereof is required to deliver to Issuer for cancellation the number of shares of Special Voting Preferred Stock of Issuer corresponding to the number of Exchangeable Shares being exchanged (with the exchange of 10,000 Exchangeable Shares requiring delivery for cancellation of 1 share of Special Voting Preferred Stock, subject to adjustment).
4. This restricted stock unit award was granted June 1, 2012 and vests in full on December 1, 2013.
5. Each restricted stock unit represents the right to receive, at settlement, one share of Class A Common Stock.
Steven Ibbotson 06/13/2012
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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              FORM ID, SECTION 13(D), SECTION 13(G) AND SECTION 16
                                POWER OF ATTORNEY


             STEVEN IBBOTSON (the "Filing Person"), does hereby constitute and
appoint James J. Wheaton and Mark F. Baumgartner as the Filing Person's true and
lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for
the Filing Person and in his name and on his behalf, to (i) prepare, execute in
his name and on his behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including any necessary amendments thereto,
and any other documents necessary or appropriate to obtain codes and passwords
enabling the Filing Person to make electronic filings with the SEC; (ii)
prepare, execute and file any and all forms, instruments or documents, including
any necessary amendments thereto, as such attorneys or attorney deems necessary
or advisable to enable the Filing Person to comply with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), Section 13(g)
of the Exchange Act, or any rule or regulation of the SEC in respect thereof
(collectively, "Sections 13(d) and 13(g)"); and (iii) prepare, execute and file
any and all forms, instruments or documents, including any necessary amendments
thereto, as such attorneys or attorney deems necessary or advisable to enable
the Filing Person to comply with Section 16 of the Exchange Act or any rule or
regulation of the SEC in respect thereof (collectively, "Section 16").

             The Filing Person does hereby ratify and confirm all acts the
Filing Person's said attorneys shall do or cause to be done by virtue hereof,
and does hereby acknowledge that the foregoing attorneys-in-fact, serving in
such capacity at the Filing Person's request, are not assuming any of the Filing
Person's responsibilities to comply with Sections 13(d) and 13(g), or Section
16, or any rules or regulations of the SEC in respect thereof.

             This power of attorney shall remain in full force and effect until
it is revoked by the Filing Person in a signed writing delivered to each such
attorney-in-fact or the Filing Person is no longer required to comply with
Sections 13(d) and 13(g), or with Section 16, whichever occurs first.

             WITNESS the execution hereof this 25th day of May, 2012.


                           /s/Steven Ibbotson
                           Gordon D'Angelo


                           /s/Cari Smith
                           Attested by: