SC 13D/A 1 briley_sc13da-012216.htm SCHEDULE 13D AMENDMENT

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 1)

 

National Holdings Corporation

(Name of Issuer)

 

Common Stock, $0.02 par value

(Title of Class of Securities)

 

636375206

(CUSIP Number)

 

BRYANT R. RILEY

B. RILEY & CO., LLC

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

(310) 966-1444

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 25, 2016

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_].

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 
 

 

CUSIP No. 636375206 13D Page 2 of 12 Pages

 

 



1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BRC Partners Opportunity Fund, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

- 0 -

  8

SHARED VOTING POWER

 

4,080

  9

SOLE DISPOSITIVE POWER

 

- 0 -

  10

SHARED DISPOSITIVE POWER

 

4,080

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,080

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14

TYPE OF REPORTING PERSON*

 

PN

 

 
 
CUSIP No. 636375206 13D Page 3 of 12 Pages

 


1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

B. Riley Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

- 0 -

  8

SHARED VOTING POWER

 

4,080

  9

SOLE DISPOSITIVE POWER

 

- 0 -

  10

SHARED DISPOSITIVE POWER

 

4,080

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,080

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14

TYPE OF REPORTING PERSON* 

 

IA

 

 
 
CUSIP No. 636375206 13D Page 4 of 12 Pages

 


1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

B. Riley & Co., LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

- 0 -

  8

SHARED VOTING POWER

 

513,950

  9

SOLE DISPOSITIVE POWER

 

- 0 -

  10

SHARED DISPOSITIVE POWER

 

513,950

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

513,950

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.1%

14

TYPE OF REPORTING PERSON* 

 

BD

 

 
 
CUSIP No. 636375206 13D Page 5 of 12 Pages

 

 



1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

B. Riley & Co., LLC 401(K) Profit Sharing Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

- 0 -

  8

SHARED VOTING POWER

 

38,788

  9

SOLE DISPOSITIVE POWER

 

- 0 -

  10

SHARED DISPOSITIVE POWER

 

38,788

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,788

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14

TYPE OF REPORTING PERSON* 

 

EP

 

 
 
CUSIP No. 636375206 13D Page 6 of 12 Pages

 

 



1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Robert Antin Children Irrevocable Trust dtd 1/1/01

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

- 0 -

  8

SHARED VOTING POWER

 

47,296

  9

SOLE DISPOSITIVE POWER

 

- 0 -

  10

SHARED DISPOSITIVE POWER

 

47,296

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,296

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14

TYPE OF REPORTING PERSON*

 

OO

 

 

 
 

 

 

CUSIP No. 636375206 13D Page 7 of 12 Pages

 

 

 




1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

B. Riley Financial, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

- 0 -

  8

SHARED VOTING POWER

 

- 0 -

  9

SOLE DISPOSITIVE POWER

 

- 0 -

  10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

- 0 -

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14

TYPE OF REPORTING PERSON*

 

CO

 

 
 
CUSIP No. 636375206 13D Page 8 of 12 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bryant R. Riley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

- 0 -

  8

SHARED VOTING POWER

 

604,114

  9

SOLE DISPOSITIVE POWER

 

- 0 -

  10

SHARED DISPOSITIVE POWER

 

604,114

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

604,114

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.8%

14

TYPE OF REPORTING PERSON*

 

IN

 

 
 
CUSIP No. 636375206 13D Page 9 of 12 Pages

 



1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mark D. Klein

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

1,083,503

  8

SHARED VOTING POWER

 

- 0 -

  9

SOLE DISPOSITIVE POWER

 

1,083,503

  10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,083,503

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.3%

14

TYPE OF REPORTING PERSON*

 

IN

 

 

 
 

 

CUSIP No. 636375206 13D Page 10 of 12 Pages

 

 

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

As previously disclosed in the initial Schedule 13D, effective November 30, 2015, BRF entered into a Letter of Intent with the Issuer with respect to a potential acquisition of the Issuer (the “LOI”). On January 25, 2016, BRF notified the Issuer that it has withdrawn its proposal to acquire the Issuer under the LOI and has terminated its discussions with the Board of Directors and management to acquire the Issuer pursuant to the terms set forth in the LOI. The Reporting Persons may in the future explore a potential acquisition of the Issuer and engage in discussions with the Board of Directors and management of the Issuer regarding such a transaction.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 is hereby amended to add the following:

 

The disclosure set forth in Item 4 regarding the withdrawal by BRF of its proposal to acquire the Issuer under the LOI is incorporated herein by reference.

 

 

 
 

 

CUSIP No. 636375206 13D Page 11 of 12 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 25, 2016

 

  BRC PARTNERS OPPORTUNITY FUND, LP
   
  By: B. Riley Capital Management, LLC,
its General Partner
   
  By:

/s/ Bryant R. Riley

  Name: Bryant R. Riley
  Title: Chief Executive Officer

 

 

  B. RILEY CAPITAL MANAGEMENT, LLC
   
  By:

/s/ Bryant R. Riley

  Name: Bryant R. Riley
  Title: Chief Executive Officer

 

 

  B. RILEY & CO., LLC
   
  By:

/s/ Bryant R. Riley

  Name: Bryant R. Riley
  Title: Chairman

 

 

  B. RILEY & CO., LLC 401(K) PROFIT SHARING PLAN
   
  By:

/s/ Bryant R. Riley

  Name: Bryant R. Riley
  Title: Trustee

 

 

  ROBERT ANTIN CHILDREN IRREVOCABLE TRUST
   
  By:

/s/ Bryant R. Riley

  Name: Bryant R. Riley
  Title: Trustee

 

 
 

 

 

CUSIP No. 636375206 13D Page 12 of 12 Pages

 

  B. RILEY FINANCIAL, INC.
   
  By:

/s/ Bryant R. Riley

  Name: Bryant R. Riley
  Title: Chief Executive Officer

 

 

  By:

/s/ Bryant R. Riley

  Name: Bryant R. Riley

 

 

  By:

/s/ Mark D. Klein

  Name: Mark D. Klein