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* GELLER MARSHALL S (Last) (First) (Middle) 10866 WILSHIRE BLVD., SUITE 1450 (Street) LOS ANGELES CA 90024 (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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/27/2011
	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	12/27/2011		S		2,004,083	D	(4)	0	I	See footnote(1)

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
Series C Preferred Stock	$0.5	12/27/2011		S			6,026	(2)	(3)	Common Stock	602,630	(4)	0	I	See footnote(1)
Warrants	$0.5	12/27/2011		S			602,630	(5)	(5)	Common Stock	602,620	(4)	0	I	see footnote(1)
Warrants	$0.5	12/27/2011		S			44,125	(6)	(6)	Common Stock	44,125	(4)	0	I	see footnote(1)
Warrants	$0.75	12/27/2011		S			62,500	(2)	02/22/2012	Common Stock	62,500	(4)	0	I	see footnote(1)
Warrants	$0.5	12/27/2011		S			250,000	(2)	06/04/2015	Common Stock	250,000	(4)	0	I	see footnote(1)
Warrants	$1.25	12/27/2011		S			468,750	(2)	06/30/2013	Common Stock	468,750	(4)	0	I	see footnote(1)
Warrants	$2	12/27/2011		S			375,000	(2)	03/31/2013	Common Stock	375,000	(4)	0	I	see footnote(1)
Warrants	$0.5	12/27/2011		S			250,000	(7)	(7)	Common Stock	250,000	(4)	0	I	see footnote(1)

Explanation of Responses:

1. These shares were directly beneficially owned by St. Cloud Capital Partners ("St. Cloud Partners"). These securities may have been deemed to be indirectly beneficially owned by Marshall S. Geller, as Senior Managing Member of SCGP, LLC, the General Partner of St. Cloud Partners. This report shall not be deemed an admission by Mr. Geller that he is or was the beneficial owner of the securities for purposes of Section 16 or otherwise.

2. These Warrants are currently exercisable in full.

3. The Series C Preferred Stock does not expire.

4. COR Securities paid an aggregate consideration of $2,000,000, which consideration consisted of shares of preferred stock and warrants to purchase common stock of COR Securities issued to St. Cloud Capital Partners, L.P. and St. Cloud Capital Partners II, L.P., for the above mentioned rights to the Shares, the Preferred Stock, the Warrants, and the NHLD Debt.

5. 401,753 of these Warrants are currently exercisable, 200,887 become exercisable on 7/12/12. 200,887 of these Warrants expire on each of 7/12/15, 7/12/16 and 7/12/17.

6. 29,416 of these Warrants are currently exercisable, 14,708 become exercisable on 7/12/12. 14,708 of these Warrants expire on each of 7/12/15, 7/12/16 and 7/12/17.

7. These Warrants are become exercisable in the event that certain indebtedness of National Holdings Corporation, evidenced by those certain convertible promissory notes dated March 31, 2008 and June 30, 2008, is paid prior to their respective maturity dates. These Warrants will expire five years from the date that they become exercisable.

Remarks:

The Reporting Persons are members of a deemed Section 13(d) group that owns more than 10% of the issuer's outstanding common stock. The other members of that deemed group are St. Cloud Partners, LP, SCGP, LLC (which is the General Partner of St. Cloud Partners, LP), St. Cloud Capital, LLC, St. Cloud Partners II, LP, SCGP II, LLC (which is the General Partner of St. Cloud Partners II, LP) and St. Cloud Capital II, LLC. Each of the foregoing persons are joint filers, as permitted under Rule 16(a)-3(j) of the Securities Exchange Act of 1934.

	/s/ See Exhibit 99.1	01/03/2012
	** Signature of Reporting Person	Date
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