B. Riley Financial (RILY) Form 3 NATIONAL / BRYANT R RILEY 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^*

RILEY BRYANT R

(Last) (First) (Middle)

11100 SANTA MONICA BLVD STE 810

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2015

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

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 1

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	4,080	I(1)	By: BRC Partners Opportunity Fund, LP(2)
Common Stock	513,950	I(1)	By: B. Riley & Co., LLC(3)
Common Stock	38,788	I(1)	By: B. Riley & Co., LLC 401(K) Profit Sharing Plan(4)
Common Stock	47,296	I(1)	By: Robert Antin Children Irrevocable Trust dtd 1/1/01(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^*

RILEY BRYANT R

(Last) (First) (Middle)

11100 SANTA MONICA BLVD STE 810

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Partners Opportunity Fund, LP

(Last) (First) (Middle)

11100 SANTA MONICA BLVD. SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley & Co., LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.

STE. 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

21860 BURBANK BLVD.

SUITE 300 SOUTH

(Street)

WOODLAND HILLS CA 91367

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by BRC Partners Opportunity Fund, LP ("BPOF"), B. Riley Capital Management, LLC ("BRCM"), B. Riley & Co., LLC 401(K) Profit Sharing Plan ("Retirement Trust"), Robert Antin Children Irrevocable Trust dtd 1/1/01 ("Antin Trust"), B. Riley & Co., LLC ("BRC"), B. Riley Financial, Inc. and Bryant R. Riley (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

2. Represents securities directly owned by BPOF. BRCM, as the investment manager and general partner of BPOF, may be deemed to beneficially own the securities directly owned by BPOF. Mr. Riley, as the Portfolio Manager of BPOF and the Chief Executive Officer of BRCM, may be deemed to beneficially own the securities directly owned by BPOF.

3. Represents securities directly owned by BRC. Mr. Riley, as the Chairman of BRC, may be deemed to beneficially own the securities directly owned by BRC.

4. Represents securities directly owned by the Retirement Trust. Mr. Riley, as the Trustee of the Retirement Trust, may be deemed to beneficially own the securities directly owned by the Retirement Trust.

5. Represents securities directly owned by the Antin Trust. Mr. Riley, as the Trustee of the Antin Trust, may be deemed to beneficially own the securities directly owned by the Antin Trust.

	By: /s/ Bryant R. Riley	12/10/2015
	By: BRC Partners Opportunity Fund, LP; By: B. Riley Capital Management, LLC, General Partner; By: /s/ Bryant R. Riley, CEO	12/10/2015
	By: B. Riley & Co., LLC; By: /s/ Bryant R. Riley, Chairman	12/10/2015
	By: B. Riley Capital Management, LLC; By: /s/ Bryant R. Riley, CEO	12/10/2015
	By: B. Riley Financial, Inc.; By: /s/ Bryant R. Riley, CEO	12/10/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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