SEC FORM 4

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

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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^*

ASHER DANIEL

(Last)

(First)

(Middle)

111 W JACKSON BLVD

20TH FL

(Street)

CHICAGO

60604

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2019

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)
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	02/01/2019		P		1,000	A	$3.23	1,586,274⁽¹⁾	I	Through Intracoastal Capital LLC⁽²⁾
Common Stock	02/12/2019⁽³⁾		P		350,000	A	$3.25	1,936,874⁽⁴⁾	I	Through Equitec Specialists, LLC⁽⁵⁾
Common Stock	02/12/2019⁽⁶⁾		P		527,932	A	$3.25	2,464,806	I	Through Sphinx Trading, LP⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This purchase transaction closed a short position created by Intracoastal Capital LLC before the reporting person became subject to Section 16 of the Securities Exchange Act of 1934 and had no impact on the amount of securities beneficially owned by the reporting person following the transaction. As reported on a Form 4 filed on February 6, 2019, the reporting person owned 1,586,274 shares of common stock following the last transaction the reporting person made in NHLD common stock on January 30, 2019.

2. The reporting person is a member of the board of managers of Intracoastal Capital LLC.

3. The right and obligation to acquire these shares was assigned to Equitec Specialists, LLC from NHC Holdings, LLC on February 11, 2019.

4. As reported on a Form 4 filed on February 6, 2019, the reporting person owned 1,586,874 shares of common stock following the last transaction the reporting person made in NHLD common stock on February 4, 2019.

5. The reporting person controls 50% of the voting membership interests in Equitec Specialists, LLC.

6. The right and obligation to acquire these shares was assigned to Sphinx Trading, LP from NHC Holdings, LLC on February 11, 2019.

7. The reporting person is a member and the president of Oakmont Investments, LLC, the general partner of Sphinx Trading, LP.

	/s/ Daniel Asher	02/14/2019
	** 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.
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