Weiss Michael S Form 3 NATIONAL / MICHAEL S WEISS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FBIO Acquisition, Inc.

(Last) (First) (Middle)

2 GANSEVOORT STREET, 9TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2016

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,037,482	D(1)
Common Stock	371,584	I(2)	See footnote(2)
Common Stock	89,530	I(3)	See footnote(3)
Common Stock	44,884	I(4)	See footnote(4)
Common Stock	16,294	I(5)	See footnote(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

FBIO Acquisition, Inc.

(Last) (First) (Middle)

2 GANSEVOORT STREET, 9TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fortress Biotech, Inc.

(Last) (First) (Middle)

2 GANSEVOORT STREET, 9TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Opus Point Partners, LLC

(Last) (First) (Middle)

2 GANSEVOORT STREET, 9TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Opus Point Healthcare Innovations (Offshore) Fund Ltd.

(Last) (First) (Middle)

2 GANSEVOORT STREET, 9TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WEISS MICHAEL S

(Last) (First) (Middle)

2 GANSEVOORT STREET, 9TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROSENWALD LINDSAY A MD

(Last) (First) (Middle)

2 GANSEVOORT STREET, 9TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Explanation of Responses:

1. These securities are owned directly by FBIO Acquisition, Inc. ("FBIO Acquisition"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) FBIO Acquisition, (ii) Fortress Biotech, Inc. ("FBIO"), (iii) Opus Point Partners, LLC ("Opus Point Partners"), (iv) Opus Point Healthcare Innovations (Offshore) Fund Ltd. ("Opus Point Healthcare"), (v) Lindsay A. Rosenwald, M.D. and (vi) Michael S. Weiss (collectively, the "FBIO Group"), and indirectly by FBIO, by its ownership of FBIO Acquisition. Each of the members of the FBIO Group, other than FBIO Acquisition and FBIO, disclaim beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

2. These securities are owned directly by Opus Point Partners, and indirectly by Dr. Rosenwald and Mr. Weiss, by their ownership in Opus Point Partners. Each of FBIO Acquisition, FBIO and Opus Point Healthcare disclaim beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

3. These securities are owned directly by Opus Point Healthcare, and indirectly by Opus Point Partners and Dr. Rosenwald and Mr. Weiss, by their ownership in Opus Point Partners. Each of FBIO Acquisition and FBIO disclaim beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

4. These securities are owned directly by Mr. Weiss. Each of other members of the FBIO Group disclaim beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

5. These securities are owned directly by Dr. Rosenwald. Each of other members of the FBIO Group disclaim beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

	FBIO Acquisition, Inc., By:_/s/ Lindsay A. Rosenwald M.D., Lindsay A. Rosenwald M.D._	09/22/2016
	Fortress Biotech, Inc., By: /s/ Lindsay A. Rosenwald M.D., Lindsay A. Rosenwald M.D.	09/22/2016
	Opus Point Partners, LLC, By: /s/ Michael S. Weiss, Michael S. Weiss	09/22/2016
	Opus Point Healthcare Innovations (Offshore) Fund Ltd., By: /s/ Michael S. Weiss, Michael S. Weiss	09/22/2016
	/s/ Michael S. Weiss, Michael S. Weiss	09/22/2016
	/s/ Lindsay A. Rosenwald M.D., Lindsay A. Rosenwald M.D._	09/22/2016
	** Signature of Reporting Person	Date
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