Fagenson Robert B Form 4 NATIONAL / ROBERT B FAGENSON ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FAGENSON ROBERT B

(Last) (First) (Middle)

C/O 200 VESEY STREET, 25TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2020

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2020		M		25,000	A	(1)	398,354	D
Common Stock	02/12/2020		M		3,496	A	(1)	401,850	D
Common Stock	02/13/2020		M		5,160	A	(1)	407,010	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/12/2020		M			25,000	(3)	(3)	Common Stock	25,000	$0	22,578	D
Restricted Stock Units	(2)	02/12/2020		M			3,496	(4)	(4)	Common Stock	3,496	$0	19,082	D
Restricted Stock Units	(2)	02/13/2020		M			5,160	(5)	(5)	Common Stock	5,160	$0	13,922	D

Explanation of Responses:

1. Each restricted stock unit converted into one share of National Holdings Corporation (the "Company") common stock.

2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

3. On February 12, 2018, the reporting person was granted 50,000 restricted stock units. These stock units vest in two equal annual installments beginning February 12, 2019.

4. On February 12, 2018, the reporting person was granted 10,593 restricted stock units. These stock units vest in three equal annual installments beginning February 12, 2019.

5. On February 13, 2019, the reporting person was granted 15,480 restricted stock units. These stock units vest in three equal annual installments beginning February 13, 2020.

Remarks:

Exhibit 24 – Power of Attorney

	/s/ Giovanni Castellanos Attorney-in-Fact for Robert B. Fagenson	02/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.