0001437749-21-004135.txt : 20210225 0001437749-21-004135.hdr.sgml : 20210225 20210225171928 ACCESSION NUMBER: 0001437749-21-004135 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210225 FILED AS OF DATE: 20210225 DATE AS OF CHANGE: 20210225 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: 21681777 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 2021-02-25 1 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 2021-02-25 4 U 0 236045 3.25 D 127035 D Common Stock 2021-02-25 4 D 0 127035 3.25 D 0 D Restricted Stock Units 2021-02-25 4 D 0 960833 3.25 D Common Stock 960833 0 D Disposed of to B. Riley Principal Merger Corp. III ("Merger Sub"), which, pursuant to the terms of the Agreement and Plan of Merger, by and among National Holdings Corporation (the "Company"), B. Riley Financial, Inc. ("Parent"), and Merger Sub, dated as of January 10, 2021 (the "Merger Agreement"), commenced a tender offer to acquire any and all of the outstanding shares of the Company's common stock (other than those held by Parent and its subsidiaries) at a purchase price of $3.25 per Share (the "Per Share Amount") in cash, without interest. Disposed of pursuant to the terms of the Merger Agreement, pursuant to which, at the effective time of the Merger (as defined in the Merger Agreement), each share automatically converted into the right to receive the Per Share Amount in cash, without interest, and ceased to be outstanding. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the full number of shares of the Company's common stock underlying such restricted stock unit multiplied by the Per Share Amount. /s/ Giovanni Castellanos Attorney-in-Fact for Michael A. Mullen 2021-02-25