ex_163061.htm

0001437749-19-021604.txt : 20191105 0001437749-19-021604.hdr.sgml : 20191105 20191105165639 ACCESSION NUMBER: 0001437749-19-021604 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191101 FILED AS OF DATE: 20191105 DATE AS OF CHANGE: 20191105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mullen Michael A CENTRAL INDEX KEY: 0001694509 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12629 FILM NUMBER: 191194072 MAIL ADDRESS: STREET 1: 410 PARK AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HOLDINGS CORP CENTRAL INDEX KEY: 0001023844 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 364128138 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-8000 MAIL ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPIC CASCADE FINANCIAL CORP DATE OF NAME CHANGE: 19960927 4 1 rdgdoc.xml FORM 4 X0306 4 2019-11-01 0001023844 NATIONAL HOLDINGS CORP NHLD 0001694509 Mullen Michael A 200 VESEY STREET, 25TH FLOOR NEW YORK NY 10281 1 1 CEO and Chairman of the Board Common Stock 2019-11-01 4 M 0 53585 A 230211 D Restricted Stock Units 2019-11-01 4 M 0 53585 0 D Common Stock 53585 997473 D Each restricted stock unit converted into one share of National Holdings Corporation (the "Company") common stock. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. On November 1, 2018, the reporting person was granted 428,677 restricted stock units. Fifty percent of the restricted stock units vest in four equal annual installments beginning November 1, 2019. Such vested shares will be delivered to the reporting person annually in accordance to the vesting delivery schedule. Twenty-five percent of the restricted stock units vest upon the Company first achieving certain market capitalization milestones for 30 consecutive trading days, and 25% vest upon certification by the Company's Compensation Committee that the Company first achieved certain adjusted EBITDA milestones at the end of a fiscal year. Exhibit 24 – Power of Attorney /s/ Giovanni Castellanos Attorney-in-Fact for Michael A. Mullen 2019-11-05 EX-24 2 poa.htm ex_163061.htm

Exhibit 24

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Giovanni Castellanos, signing singly and acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of National Holdings Corporation (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;

(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of November, 2019.

	/s/ Michael A. Mullen
	Signature

	Michael A. Mullen
	Print Name