Edgar Filing: FAGENSON ROBERT B

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FAGENSON ROBERT B

2. Issuer Name and Ticker or Trading Symbol
NATIONAL HOLDINGS CORP [NHLD.OB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Co-Executive Chairman

(Last)

(First)

(Middle)

60 BROAD STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2013

(Street)

NEW YORK, NY 10004

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.02 per share	01/25/2013		C		10,000,000 ⁽¹⁾	A	$ 0.5	10,000,000	I ⁽²⁾	See Footnote ⁽³⁾
Common Stock, par value $0.02 per share	01/25/2013		C		6,697,140 ⁽¹⁾	A	$ 0	6,697,140	I ⁽²⁾	See Footnote ⁽³⁾
Common Stock, par value $0.02 per share	01/25/2013		P		166,666.66	A	$ 0.3	166,666.66	I ⁽⁴⁾	See Footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FAGENSON ROBERT B 60 BROAD STREET NEW YORK, NY 10004	X	X	Co-Executive Chairman

Signatures

/s/ Robert B. Fagenson		01/29/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	See Remarks
(2)	NSGP directly owns the Common Stock. The Reporting Person is a the President of one of NSGP's members.
(3)	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 one of NSGP's members, 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.
(4)	The Trust for the benefit of Toby Fagenson (the "Trust") directly owns the Common Stock. The Reporting Person is a the Trustee of the Trust.
(5)	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.
Remarks: National Holdings Corporation (the "Company") issued 6% Convertible Subordinated Notes (the "Notes") on March 30, 2012 and April 4, 2012 to National Securities Growth Partners LLC ("NSGP"). The Notes were convertible into units of the Company consisting of (i) the Company's Series E preferred stock, par value $0.01 per share (the "Series E Preferred Stock"), which were convertible into shares of Common Stock and (ii) warrants (the "Warrants") exercisable for shares of Common Stock. On January 24, 2013, the Company entered into a Conversion and Exchange Agreement with NSGP pursuant to which, among other things, (a) NSGP converted all of the Notes (and all accrued and unpaid interest thereon) into shares of Series E Preferred Stock; and (b) NSGP then converted all of its Series E Preferred Stock into 10,000,000 shares of Common Stock. Additionally, on January 24, 2013, the Company entered into a Warrant Exchange Agreement with NSGP pursuant to which NSGP exchanged the Warrants for 6,697,140 shares of Common Stock. All of the transactions described above closed on March 25, 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.