SEC Form 4 · accession 0001437749-19-001622
NATIONAL HOLDINGS CORP · NHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C. DeSena
Officer — Chief Operating Officer
Period of report
Nov 1, 2018
Accepted (ET)
Jan 31, 2019 · 6:18 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 27, 2018 | M | 6,250 | — | A | 12,440 | D | |
| Common Stock | Dec 27, 2018 | F | 2,124 | $3.20 | D | 10,316 | 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 UnitsF2,F3 | — | Nov 1, 2018 | A | 178,615 | A | — | — | Common Stock | 178,615 | 347,097 | D |
| Restricted Stock UnitsF2,F4 | — | Dec 27, 2018 | M | 6,250 | D | — | — | Common Stock | 6,250 | 340,847 | 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.
- F3Fifty 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.
- F4On July 19, 2017, the reporting person was granted 75,000 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.