Edgar Filing: Golding Gary Patrick

Ownership Submission

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 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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Golding Gary Patrick

2. Issuer Name and Ticker or Trading Symbol
JTH Holding, Inc. [TAX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O EDISON VENTURE FUND, 1009 LENOX DRIVE #4

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2013

(Street)

LAWRENCEVILLE, NJ 08648

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2013		M		48,627	A	$ 15	1,351,827	I ⁽¹⁾	By Edison Venture Fund IV, L.P.
Class A Common Stock	04/01/2013		F		46,195 ⁽²⁾	D	$ 15.79	1,305,632	I ⁽¹⁾	By Edison Venture Fund IV, L.P.
Class A Common Stock	04/01/2013		D		82,432 ⁽³⁾	D	$ 15.8	1,223,200	I ⁽¹⁾	By Edison Venture Fund IV, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 15

04/01/2013

10,000

12/16/2008

06/16/2013

Class A Common Stock

10,000

$ 0

By Edison Venture Fund IV, L.P.

Stock Option (right to buy)

$ 15

04/01/2013

10,000

11/29/2009

05/29/2014

Class A Common Stock

10,000

$ 0

By Edison Venture Fund IV, L.P.

Stock Option (right to buy)

$ 15

04/01/2013

10,000

12/04/2010

06/04/2015

Class A Common Stock

10,000

$ 0

By Edison Venture Fund IV, L.P.

Stock Option (right to buy)

$ 15

04/01/2013

10,000

12/03/2011

06/03/2016

Class A Common Stock

10,000

$ 0

By Edison Venture Fund IV, L.P.

Stock Option (right to buy)

$ 15

04/01/2013

8,627

12/01/2012

06/01/2017

Class A Common Stock

8,627

$ 0

By Edison Venture Fund IV, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Golding Gary Patrick C/O EDISON VENTURE FUND 1009 LENOX DRIVE #4 LAWRENCEVILLE, NJ 08648	X	X

Signatures

/s/ Ross T. Martinson, Attorney-in-Fact		04/03/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his 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.

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