Home > Insider Trading > Filing (0001437749-13-000850)

Filing Details

Accession Number:: 0001437749-13-000850
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-01-29 19:07:59
Reporting Period:: 2013-01-25

Filing Date:: 2013-01-29
Accepted Time:: 2013-01-29 19:07:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1023844	National Holdings Corp	NHLD.OB	Security & Commodity Brokers, Dealers, Exchanges & Services (6200)	364128138

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1357424	Mark Klein	C/O National Holdings Corp. 120 Broadway, 27Th Floor New York NY 10271	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.02 Per Share	Acquisiton	2013-01-25	10,000,000	$0.50	10,000,000	No	4	C	Indirect	See Footnote
Common Stock, Par Value $0.02 Per Share	Acquisiton	2013-01-25	6,697,140	$0.00	16,697,140	No	4	C	Indirect	See Footnote
Common Stock, Par Value $0.02 Per Share	Acquisiton	2013-01-25	201,041	$0.50	201,041	No	4	C	Direct
Common Stock, Par Value $0.02 Per Share	Acquisiton	2013-01-25	106,053	$0.00	307,094	No	4	C	Direct
Common Stock, Par Value $0.02 Per Share	Acquisiton	2013-01-25	1,083,333	$0.30	1,083,333	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Direct
No	4	C	Direct
No	4	P	Indirect	See Footnote

Footnotes

See Remarks
NSGP directly owns the Common Stock. The Reporting Person is an officer of NSGP and the indirect owner of one of its members.
NSGP has investment and voting power with respect to the Common Stock held by the funds managed by NSGP. The Reporting Person, as an officer and the indirect owner of one of NSGP's members, may be deemed to beneficially own the shares of Common Stock beneficially owned by NSGP. The Reporting Person disclaims any beneficial ownership of the Common Stock to which this report relates for purposes of Section 16, except to the extent of his pecuniary interest therein.
On January 24, 2013, the holders of a majority of the outstanding shares of Series C preferred stock, par value $0.02 per share (the "Series C Preferred Stock")approved the Amended and Restated Series C Certificate of Designation. The Amended and Restated Series C Certificate of Designation provides that in the event the Company shall have raised at least $5 million through the sale of Common Stock at a purchase price no less than $0.30 per share in a private placement transaction by March 31, 2013, all outstanding shares of Series C Preferred Stock shall automatically be converted into shares of Common Stock at the then effective conversion price of the Series C Preferred Stock. The Company completed a $8.8 million private placement at $0.30 per share on January 25, 2013 and, as a result, the Series C Preferred Stock was mandatorily converted into shares of Common Stock of the Company.
On January 24, 2013, the Company entered into a Warrant Exchange Agreement with the Reporting Person pursuant to which the Reporting Person exchangedwarrants for 106,053 shares of Common Stock.
M Klein & Company LLC ("M Klein & Company") directly owns the Common Stock. The Reporting Person is a managing member and a majority partner of M Klein & Company.
M Klein & Company has investment and voting power with respect to the Common Stock held by M Klein and Company. The Reporting Person, as a managing member and a majority partner of M Klein & Company, may be deemed to beneficially own the shares of Common Stock beneficially owned by NSGP. The Reporting Person disclaims any beneficial ownership of any of the Common Stock to which this report relates for purposes of Section 16, except to the extent of his pecuniaryinterest therein.