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Filing Details

Accession Number:: 0001437749-12-000040
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-01-03 20:20:35
Reporting Period:: 2011-12-27

Filing Date:: 2012-01-03
Accepted Time:: 2012-01-03 20:20:35
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
925236	S Marshall Geller	10866 Wilshire Blvd., Suite 1450 Los Angeles CA 90024		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2011-12-27	2,004,083	$0.00	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Preferred Stock	Disposition	2011-12-27	6,026	$0.00	602,630	$0.50
Common Stock	Warrants	Disposition	2011-12-27	602,630	$0.00	602,620	$0.50
Common Stock	Warrants	Disposition	2011-12-27	44,125	$0.00	44,125	$0.50
Common Stock	Warrants	Disposition	2011-12-27	62,500	$0.00	62,500	$0.75
Common Stock	Warrants	Disposition	2011-12-27	250,000	$0.00	250,000	$0.50
Common Stock	Warrants	Disposition	2011-12-27	468,750	$0.00	468,750	$1.25
Common Stock	Warrants	Disposition	2011-12-27	375,000	$0.00	375,000	$2.00
Common Stock	Warrants	Disposition	2011-12-27	250,000	$0.00	250,000	$0.50

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
	No	4	S	Indirect
	No	4	S	Indirect
	No	4	S	Indirect
2012-02-22	No	4	S	Indirect
2015-06-04	No	4	S	Indirect
2013-06-30	No	4	S	Indirect
2013-03-31	No	4	S	Indirect
	No	4	S	Indirect

Footnotes

These shares were directly beneficially owned by St. Cloud Capital Partners ("St. Cloud Partners"). These securities may have been deemed to be indirectly beneficially owned by Marshall S. Geller, as Senior Managing Member of SCGP, LLC, the General Partner of St. Cloud Partners. This report shall not be deemed an admission by Mr. Geller that he is or was the beneficial owner of the securities for purposes of Section 16 or otherwise.
These Warrants are currently exercisable in full.
The Series C Preferred Stock does not expire.
COR Securities paid an aggregate consideration of $2,000,000, which consideration consisted of shares of preferred stock and warrants to purchase common stock of COR Securities issued to St. Cloud Capital Partners, L.P. and St. Cloud Capital Partners II, L.P., for the above mentioned rights to the Shares, the Preferred Stock, the Warrants, and the NHLD Debt.
401,753 of these Warrants are currently exercisable, 200,887 become exercisable on 7/12/12. 200,887 of these Warrants expire on each of 7/12/15, 7/12/16 and 7/12/17.
29,416 of these Warrants are currently exercisable, 14,708 become exercisable on 7/12/12. 14,708 of these Warrants expire on each of 7/12/15, 7/12/16 and 7/12/17.
These Warrants are become exercisable in the event that certain indebtedness of National Holdings Corporation, evidenced by those certain convertible promissory notes dated March 31, 2008 and June 30, 2008, is paid prior to their respective maturity dates. These Warrants will expire five years from the date that they become exercisable.