SEC Form 4 · accession 0001437749-19-001619

NATIONAL HOLDINGS CORP · NHLD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael A Mullen

Officer — CEO and Chairman of the Board · Director

Period of report

Jan 3, 2018

Accepted (ET)

Jan 31, 2019 · 6:14 pm EST

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
Common Stock^F1	Jan 3, 2018	M	78,125	—	A	90,025	D
Common Stock	Jan 3, 2018	F	26,540	$3.10	D	63,485	D
Common Stock^F1	Dec 26, 2018	M	52,083	—	A	115,568	D
Common Stock	Dec 26, 2018	F	17,693	$3.20	D	97,875	D
Common Stock^F1	Jan 3, 2019	M	78,125	—	A	176,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F3	—	Jan 3, 2018	M	78,125	D	—	—	Common Stock	78,125	546,875	D
Restricted Stock Units^F2,F4	—	Apr 10, 2018	A	246,857	A	—	—	Common Stock	246,857	793,732	D
Restricted Stock Units^F2,F5	—	Nov 1, 2018	A	428,677	A	—	—	Common Stock	428,677	1,222,409	D
Restricted Stock Units^F2,F6	—	Dec 26, 2018	M	52,083	D	—	—	Common Stock	52,083	1,170,326	D
Restricted Stock Units^F2,F7	—	Jan 3, 2019	M	78,125	D	—	—	Common Stock	78,125	1,092,201	D

Explanation of responses

F1Each restricted stock unit converted into one share of National Holdings Corporation (the "Company") common stock.
F2Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
F3On January 3, 2017, the reporting person was granted 625,000 restricted stock units. Fifty percent of these restricted stock units vest in four equal annual installments beginning January 3, 2018. Vested shares will be delivered to the reporting person annually in accordance to the vesting delivery schedule.
F4Fifty percent of the restricted stock units vest in three equal annual installments beginning April 10, 2019. Such vested shares will be delivered to the reporting person annually in accordance to the vesting delivery schedule. Twenty-five percent of the restricted stock units vest upon the Company first achieving certain market capitalization milestones for 30 consecutive trading days, and 25% vest upon certification by the Company's Compensation Committee that the Company first achieved certain adjusted EBITDA milestones at the end of a fiscal year.
F5Fifty percent of the restricted stock units vest in four equal annual installments beginning November 01, 2019. Such vested shares will be delivered to the reporting person annually in accordance to the vesting delivery schedule. Twenty-five percent of the restricted stock units vest upon the Company first achieving certain market capitalization milestones for 30 consecutive trading days, and 25% vest upon certification by the Company's Compensation Committee that the Company first achieved certain adjusted EBITDA milestones at the end of a fiscal year.
F6On January 3, 2017, the reporting person was granted 625,000 restricted stock units. Twenty-five percent of these restricted stock units vest upon certification by the Company's Compensation Committee that the Company first achieved certain adjusted EBITDA milestones at the end of a fiscal year. In December 2018, the Compensation Committee certified that the Company achieved its first adjusted EBITDA milestone at the end of the fiscal year ending September 30, 2018.
F7On January 3, 2017, the reporting person was granted 625,000 restricted stock units. Fifty percent of these restricted stock units vest in four equal annual installments beginning January 3, 2018. Vested shares will be delivered to the reporting person annually in accordance to the vesting delivery schedule.