SEC Form 4 · accession 0001615774-19-002434
NATIONAL HOLDINGS CORP · NHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 7:56 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 Stock | Feb 11, 2019 | J | 3,149,496 | $3.25 | A | 6,159,550 | D | |
| Common StockF1,F2,F3 | holding | — | — | — | 6,159,550 | I | See notes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 14, 2018, NHC Holdings, LLC ("NHC") entered into a Stock Purchase Agreement (the "SPA") with Fortress Biotech, Inc. and FBIO Acquisition, Inc. ("FBIO"). Pursuant to the SPA, Purchaser acquired beneficial ownership of 3,010,054 shares of the Issuer's Common Stock from FBIO on November 16, 2018, as part of the first closing under the SPA. In addition, and pursuant to the SPA, and following approval by the Financial Industry Regulatory Authority, Inc. ("FINRA") received on February 4, 2019, NHC agreed to acquire beneficial ownership of an additional 4,027,428 shares of the Issuer's Common Stock from FBIO in a second closing. NHC completed the purchase of 3,149,496 shares of the Issuer's Common Stock on February 11, 2019 and assigned their right to purchase the remaining 877,932 to third parties unaffiliated with NHC.
- F2In addition to NHC, this Form 4 is being filed jointly with B. Riley Financial, Inc. ("B. Riley" and together with NHC, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock, par value $0.02 per share ("Common Stock"), of National Holdings Corporation, a Delaware corporation, reported herein except to the extent of its pecuniary interest therein.
- F3NHC is a wholly-owned subsidiary of B. Riley. As a result, each of NHC and B. Riley may be deemed to beneficially own the shares of Common Stock owned directly by NHC.