Edgar Filing: NATIONAL HOLDINGS CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â COR Equity Income Fund LP

2. Date of Event Requiring Statement (Month/Day/Year)
12/27/2011

3. Issuer Name and Ticker or Trading Symbol
NATIONAL HOLDINGS CORP [NHLD]

(Last)

(First)

(Middle)

233 WILSHIRE BLVD, STE 830

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SANTA MONICA,Â CAÂ 90401

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,004,083	D ⁽¹⁾	Â
Common Stock	13,608	D ⁽²⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	602,630	$ 0.5	D ⁽¹⁾	Â
Warrants	Â ⁽³⁾	07/02/2015	Common Stock	200,877	$ 0.5	D ⁽¹⁾	Â
Warrants	Â ⁽³⁾	07/02/2016	Common Stock	200,877	$ 0.5	D ⁽¹⁾	Â
Warrants	07/02/2012	07/02/2017	Common Stock	200,877	$ 0.5	D ⁽¹⁾	Â
Warrants	Â ⁽³⁾	07/11/2015	Common Stock	14,708	$ 0.5	D ⁽¹⁾	Â
Warrants	Â ⁽³⁾	07/02/2016	Common Stock	14,708	$ 0.5	D ⁽¹⁾	Â
Warrants	07/02/2012	07/02/2017	Common Stock	14,708	$ 0.5	D ⁽¹⁾	Â
Warrants	Â ⁽³⁾	02/22/2012	Common Stock	62,500	$ 0.75	D ⁽¹⁾	Â
Warrants	Â ⁽³⁾	06/04/2015	Common Stock	250,000	$ 0.5	D ⁽¹⁾	Â
Warrants	Â ⁽³⁾	06/30/2013	Common Stock	468,750	$ 1.25	D ⁽¹⁾	Â
Warrants	Â ⁽³⁾	03/31/2013	Common Stock	375,000	$ 2	D ⁽¹⁾	Â
Warrants	Â ⁽⁵⁾	06/04/2015	Common Stock	250,000	$ 0.5	D ⁽¹⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COR Equity Income Fund LP 233 WILSHIRE BLVD, STE 830 SANTA MONICA,Â CAÂ 90401	Â	Â X	Â	Â

Signatures

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

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	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.
(2)	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.
(3)	Currently exercisable.
(4)	The Series C Preferred Stock does not expire.
(5)	Warrant vests only in the event that the Issuer indebtedness owed to St. Cloud is prepaid prior to its stated maturity.
Â Remarks: TheÂ ReportingÂ PersonsÂ areÂ membersÂ ofÂ aÂ deemedÂ SectionÂ 13(d)Â groupÂ thatÂ ownsÂ moreÂ thanÂ 10%Â ofÂ theÂ issuer'sÂ outstandingÂ commonÂ stock.Â Â TheÂ otherÂ membersÂ ofÂ thatÂ deemedÂ groupÂ areÂ CORÂ EquityÂ IncomeÂ FundÂ LP,Â CORÂ CapitalÂ LLC,Â theÂ controllingÂ shareholderÂ ofÂ CORÂ SecuritiesÂ HoldingsÂ Inc.Â andÂ theÂ generalÂ partnerÂ ofÂ CORÂ EquityÂ IncomeÂ FundÂ LP,Â andÂ StevenÂ Sugarman,Â theÂ managingÂ memberÂ ofÂ CORÂ CapitalÂ LLC.Â Â EachÂ ofÂ theÂ foregoingÂ personsÂ areÂ jointÂ filers,Â asÂ permittedÂ underÂ RuleÂ 16(a)-3(j)Â ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.