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* KLEIN MARK (Last) (First) (Middle) C/O NATIONAL HOLDINGS CORP. 120 BROADWAY, 27TH FLOOR (Street) NEW YORK NY 10271 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NATIONAL HOLDINGS CORP [ NHLD.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 01/25/2013
	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, par value $0.02 per share	01/25/2013		C		10,000,000(1)	A	$0.5	10,000,000	I(2)	See Footnote(3)
Common Stock, par value $0.02 per share	01/25/2013		C		6,697,140(1)	A	$0	16,697,140	I(2)	See Footnote(3)
Common Stock, par value $0.02 per share	01/25/2013		C		201,041(4)	A	$0.5	201,041	D
Common Stock, par value $0.02 per share	01/25/2013		C		106,053(5)	A	$0	307,094	D
Common Stock, par value $0.02 per share	01/25/2013		P		1,083,333	A	$0.3	1,083,333	I(6)	See Footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. See Remarks

2. NSGP directly owns the Common Stock. The Reporting Person is an officer of NSGP and the indirect owner of one of its members.

3. NSGP has investment and voting power with respect to the Common Stock held by the funds managed by NSGP. The Reporting Person, as an officer and the indirect owner of one of NSGP's members, may be deemed to beneficially own the shares of Common Stock beneficially owned by NSGP. The Reporting Person disclaims any beneficial ownership of the Common Stock to which this report relates for purposes of Section 16, except to the extent of his pecuniary interest therein.

4. On January 24, 2013, the holders of a majority of the outstanding shares of Series C preferred stock, par value $0.02 per share (the "Series C Preferred Stock") approved the Amended and Restated Series C Certificate of Designation. The Amended and Restated Series C Certificate of Designation provides that in the event the Company shall have raised at least $5 million through the sale of Common Stock at a purchase price no less than $0.30 per share in a private placement transaction by March 31, 2013, all outstanding shares of Series C Preferred Stock shall automatically be converted into shares of Common Stock at the then effective conversion price of the Series C Preferred Stock. The Company completed a $8.8 million private placement at $0.30 per share on January 25, 2013 and, as a result, the Series C Preferred Stock was mandatorily converted into shares of Common Stock of the Company.

5. On January 24, 2013, the Company entered into a Warrant Exchange Agreement with the Reporting Person pursuant to which the Reporting Person exchanged warrants for 106,053 shares of Common Stock.

6. M Klein & Company LLC ("M Klein & Company") directly owns the Common Stock. The Reporting Person is a managing member and a majority partner of M Klein & Company.

7. M Klein & Company has investment and voting power with respect to the Common Stock held by M Klein and Company. The Reporting Person, as a managing member and a majority partner of M Klein & Company, may be deemed to beneficially own the shares of Common Stock beneficially owned by NSGP. The Reporting Person disclaims any beneficial ownership of any of the Common Stock to which this report relates for purposes of Section 16, except to the extent of his pecuniary interest therein.

Remarks:

National Holdings Corporation (the "Company") issued 6% Convertible Subordinated Notes (the "Notes") on March 30, 2012 and April 4, 2012 to National Securities Growth Partners LLC ("NSGP"). The Notes were convertible into units of the Company consisting of (i) the Company's Series E preferred stock, par value $0.01 per share (the "Series E Preferred Stock"), which were convertible into shares of Common Stock and (ii) warrants (the "Warrants") exercisable for shares of Common Stock. On January 24, 2013, the Company entered into a Conversion and Exchange Agreement with NSGP pursuant to which, among other things, (a) NSGP converted all of the Notes (and all accrued and unpaid interest thereon) into shares of Series E Preferred Stock; and (b) NSGP then converted all of its Series E Preferred Stock into 10,000,000 shares of Common Stock. Additionally, on January 24, 2013, the Company entered into a Warrant Exchange Agreement with NSGP pursuant to which NSGP exchanged the Warrants for 6,697,140 shares of Common Stock. All of the transactions described above closed on January 25, 2013.

	/s/ Mark Klein	01/29/2013
	** 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).
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