Statement of Changes in Beneficial Ownership (4)
February 25 2021 - 5:22PM
Edgar (US Regulatory)
FORM 4
[X]
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
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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
*
Creagh Barbara |
2. Issuer Name and Ticker or Trading Symbol
NATIONAL HOLDINGS CORP
[
NHLD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O 200 VESEY STREET, 25TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/25/2021 |
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(Street)
NEW YORK, NY 10281
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/25/2021 | | U | | 16667 | D | $3.25 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Units | (2) | 2/25/2021 | | D | | | 66013 | (3) | (3) | Common Stock | 66013 | $3.25 (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of to B. Riley Principal Merger Corp. III ("Merger Sub"), which, pursuant to the terms of the Agreement and Plan of Merger, by and among National Holdings Corporation (the "Company"), B. Riley Financial, Inc. ("Parent"), and Merger Sub, dated as of January 10, 2021 (the "Merger Agreement"), commenced a tender offer to acquire any and all of the outstanding shares of the Company's common stock (other than those held by Parent and its subsidiaries) at a purchase price of $3.25 per Share (the "Per Share Amount") in cash, without interest. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. |
| (3) | Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the full number of shares of the Company's common stock underlying such restricted stock unit multiplied by the Per Share Amount. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Creagh Barbara
C/O 200 VESEY STREET
25TH FLOOR
NEW YORK, NY 10281 | X |
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Signatures
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| /s/ Giovanni Castellanos Attorney-in-Fact for /s/ Barbara Creagh | | 2/25/2021 |
| **Signature of Reporting Person | Date |
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