UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 5)
| National
Holdings Corporation |
| (Name
of Issuer) |
| Common
Stock, par value $0.02 per share |
| (Title
of Class of Securities) |
Bryant
R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
(310) 966-1444
with
a copy to:
Sara
L. Terheggen
The NBD Group, Inc.
350 N. Glendale Avenue, Ste B522
Glendale, CA 91206
(310) 890-0110
| |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
| November
11, 2020 |
| (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 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13D
| 1 |
NAMES
OF REPORTING PERSONS
|
| NHC
Holdings, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
| |
| 4 |
SOURCE
OF FUNDS (See Instructions)
|
| AF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
| 6,159,550 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| |
| 10 |
SHARED
DISPOSITIVE POWER
|
| 6,159,550 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,159,550 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
45.3%* |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
OO |
| * | Percentage calculated based on 13,584,593 shares of common
stock, par value $0.02 per share, outstanding as of July 31, 2020, as reported in the Quarterly Report on Form 10-Q filed by National
Holdings Corporation with the Securities and Exchange Commission on August 13, 2020. |
| 1 |
NAMES
OF REPORTING PERSONS
|
| B.
Riley Financial, Inc. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (See Instructions)
|
| WC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
| 6,159,550 |
| 9 |
SOLE
DISPOSITIVE POWER
|
| 0 |
| 10 |
SHARED
DISPOSITIVE POWER
|
| 6,159,550 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,159,550 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
45.3%* |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
HC |
| * | Percentage calculated based on 13,584,593 shares of common
stock, par value $0.02 per share, outstanding as of July 31, 2020, as reported in the Quarterly Report on Form 10-Q filed by National
Holdings Corporation with the Securities and Exchange Commission on August 13, 2020. |
This Amendment No.
5 hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on November 26, 2018 (the
“Original 13D”), as amended by Amendment No. 1 to the Original 13D filed with the SEC on February 20, 2019,
Amendment No. 2 to the Original 13D filed with the SEC on May 1, 2020, Amendment No. 3 to the Original 13D filed with the SEC on
July 27, 2020 and Amendment No. 4 to the Original 13D filed with the SEC on August 26, 2020 (collectively with the Original 13D,
the “Schedule 13D”), relating to the common stock, par value $0.02 per share (the “Common Stock”),
of National Holdings Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Schedule 13D. Except as otherwise described herein, the information
contained in the Schedule 13D remains in effect.
Item 2. Identity and Background
Schedule A of the
Schedule 13D is hereby amended and restated in its entirety as annexed hereto.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended to add a new paragraph at the end as follows:
On November 11, 2020,
BRF (one of the Reporting Persons) sent the correspondence attached hereto as Exhibit 1 to the Special Committee of the Board
of Directors of the Issuer, the contents of which are hereby incorporated by reference herein.
Item
7. Material to Be Filed as Exhibits
The
following document is filed as an exhibit:
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
| |
NHC
HOLDINGS, LLC |
| |
|
|
| |
By: |
/s/ Phillip J. Ahn |
| |
Name: |
Phillip
J. Ahn |
| |
Title: |
Authorized
Signatory |
| |
B.
RILEY FINANCIAL, INC. |
| |
|
|
| |
By: |
/s/ Bryant R. Riley |
| |
Name: |
Bryant
R. Riley |
| |
Title: |
Co-Chief
Executive Officer |
SCHEDULE A
Schedule A of the Schedule 13D is hereby amended and restated
in its entirety as follows:
Executive Officers and Directors of B.
Riley Financial, Inc.
| Name and Position |
|
Present Principal Occupation |
|
Business
Address |
|
Citizenship |
| Bryant R. Riley, Chairman and Co-Chief Executive Officer |
|
Co-Chief Executive Officer of B. Riley Financial, Inc. and NHC Holdings, LLC |
|
11100 Santa Monica Blvd.,
Suite 800
Los Angeles, CA 90025 |
|
United States |
| |
|
|
|
|
|
|
| Thomas J. Kelleher, Co-Chief Executive Officer and Director |
|
Co-Chief Executive Officer of B. Riley Financial, Inc. and NHC Holdings, LLC. |
|
11100 Santa Monica Blvd.,
Suite 800
Los Angeles, CA 90025 |
|
United States |
| |
|
|
|
|
|
|
| Robert L Antin, Director |
|
Co-Founder, VCA, Inc., an owner and operator of Veterinary care centers & hospitals |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
| |
|
|
|
|
|
|
| Robert D’Agostino, Director |
|
President of Q-mation, Inc., a supplier of software solutions |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
| |
|
|
|
|
|
|
| Randall Paulson, Director |
|
Board Director, Testek Inc. |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
| |
|
|
|
|
|
|
| Michael J. Sheldon, Director |
|
Previously CEO of Deutsch North America, a creative agency |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
| |
|
|
|
|
|
|
| Mimi Walters, Director |
|
Previously U.S. Representative for California’s 45th Congressional District |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
| |
|
|
|
|
|
|
| Mikel Williams, Director |
|
CEO & Director of privately held Targus International, LLC, supplier of carrying cases and accessories |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
| |
|
|
|
|
|
|
| Kenny Young, President |
|
President of B. Riley Financial, Inc. |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
| |
|
|
|
|
|
|
| Phillip J. Ahn, Chief Financial Officer and Chief Operating Officer |
|
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. and NHC Holdings, LLC |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
| |
|
|
|
|
|
|
| Alan N. Forman, Executive Vice President, General Counsel and Secretary |
|
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. |
|
299 Park Avenue,
21st Floor
New York, NY 10171 |
|
United States |
| |
|
|
|
|
|
|
| Howard E. Weitzman, Senior Vice President & Chief Accounting Officer |
|
Senior Vice President & Chief Accounting Officer of B. Riley Financial, Inc. |
|
30870 Russell Ranch Road,
Suite 250, Westlake
Village, CA 91362 |
|
United States |
6
