X0204 3 2011-12-27 0 0001023844 NATIONAL HOLDINGS CORP NHLD 0001476740 COR Equity Income Fund LP 233 WILSHIRE BLVD, STE 830 SANTA MONICA CA 90401 0 0 1 0 Common Stock 2004083 D Common Stock 13608 D Series C Preferred Stock 0.50 Common Stock 602630 D Warrants 0.50 2015-07-02 Common Stock 200877 D Warrants 0.50 2016-07-02 Common Stock 200877 D Warrants 0.50 2012-07-02 2017-07-02 Common Stock 200877 D Warrants 0.50 2015-07-11 Common Stock 14708 D Warrants 0.50 2016-07-02 Common Stock 14708 D Warrants 0.50 2012-07-02 2017-07-02 Common Stock 14708 D Warrants 0.75 2012-02-22 Common Stock 62500 D Warrants 0.50 2015-06-04 Common Stock 250000 D Warrants 1.25 2013-06-30 Common Stock 468750 D Warrants 2.00 2013-03-31 Common Stock 375000 D Warrants 0.50 2015-06-04 Common Stock 250000 D The shares are directly beneficially owned by COR Securities Holdings Inc. COR Capital LLC is the controlling shareholder of COR Securities Holdings, Inc. Steven Sugarman is the managing member of COR Capital LLC. This report shall not be deemed an admission by any Reporting Person that he is or was the beneficial owner of the securities for purposes of Section 16 or otherwise. Each Reporting Person disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein. The shares are directly beneficially owned by COR Equity Income Fund LP. COR Capital LLC is the general partner of COR Equity Income Fund LP. Steven Sugarman is the managing member of COR Capital LLC. This report shall not be deemed an admission by any Reporting Person that he is or was the beneficial owner of the securities for purposes of Section 16 or otherwise. Each Reporting Person disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Currently exercisable. The Series C Preferred Stock does not expire. Warrant vests only in the event that the Issuer indebtedness owed to St. Cloud is prepaid prior to its stated maturity. 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 COR Equity Income Fund LP, COR Capital LLC, the controlling shareholder of COR Securities Holdings Inc. and the general partner of COR Equity Income Fund LP, and Steven Sugarman, the managing member of COR Capital LLC. Each of the foregoing persons are joint filers, as permitted under Rule 16(a)-3(j) of the Securities Exchange Act of 1934. See Exhibit 99.1 2012-01-03