SEC Form 4/A · accession 0001437749-15-010721
NATIONAL HOLDINGS CORP · NHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Robert B Fagenson
Officer — CEO and Executive Chairman · Director
Period of report
Mar 4, 2015
Accepted (ET)
May 20, 2015 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001023844
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.02 per shareF1,F2 | Mar 4, 2015 | P | 1,000 | $4.50 | A | 811,468 | I | See Footnote |
| Common Stock, par value $0.02 per shareF1,F3 | holding | — | — | — | 16,667 | I | See Footnote | |
| Common Stock, par value $0.02 per shareF1,F4 | holding | — | — | — | 66,767 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1,F5 | — | holding | — | — | — | — | Sep 30, 2020 | Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1This Form 4/A amends the Form 4 filing dated March 6, 2015 to reflect a 1- for -10 reverse stock split of the Common Stock effective February 19, 2015.
- F2Fagenson & Co., Inc. ("Fagenson & Co.") directly owns the Common Stock. The Reporting Person is the Chairman and Chief Executive Officer of Fagenson & Co. The Reporting Person has investment and voting power with respect to the Common Stock held by Fagenson & Co. Therefore, the Reporting Person may be deemed to beneficially own the shares of Common Stock beneficially owned by Fagenson & Co. 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.
- F3The Trust for the benefit of Toby Fagenson (the "Trust") directly owns the Common Stock. The Reporting Person is a Trustee of the Trust. The Reporting Person has investment and voting power with respect to the Common Stock held by Trust. Therefore, the Reporting Person may be deemed to beneficially own the shares of Common Stock beneficially owned by Trust. 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.
- F4National Securities Growth Partners LLC ("NSGP") directly owns the Common Stock. The Reporting Person is the President of NSGP. NSGP has investment and voting power with respect to the Common Stock held by the funds managed by NSGP. The Reporting Person, as the President of NSGP, 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.
- F5As previously reported, Mr. Fagenson received a grant of nonforfeitable, nonqualified stock options to purchase 150,000 shares of Common Stock under the 2013 Omnibus Stock Incentive Plan, of which (i) options to purchase 50,000 shares of Common Stock vested immediately, one third of such options have an exercise price of $4.50, one third of such options have an exercise price of $4.70 and one third of such options have an exercise price of $4.90; (ii) options to purchase 50,000 shares of common stock vested on June 20, 2014, one third of such options have an exercise price of $4.50, one third of such options have an exercise price of $4.70 and one third of such options have an exercise price of $4.90; and (iii) options to purchase 50,000 shares of common stock will vest on June 20, 2015, one third of such options have an exercise price of $4.50, one third of such options have an exercise price of $4.70 and one third of such options have an exercise price of $4.90.