Amended Statement of Beneficial Ownership (sc 13d/a)
11 12월 2020 - 7:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
National
Holdings Corporation
(Name of Issuer)
Common
Stock, par value $0.02 per share
(Title of Class of Securities)
636375206
(CUSIP Number)
Dan Asher
111 W. Jackson Blvd., Suite 2220
Chicago, Illinois 60604
(312) 692-5009
with copies to:
Andrew Freedman, Esq.
Sebastian Alsheimer, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and Communications)
December
8, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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.
*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).
(Continued on following pages)
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CUSIP
No. 636375206
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13D
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSONS
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Sphinx
Trading, LP
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER
OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
shares of Common Stock
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,298,032 shares of Common Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
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1,298,032 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,298,032
shares of Common Stock
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.55%*
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14
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TYPE OF REPORTING
PERSON (See Instructions)
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PN
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* This percentage is based upon 13,584,593
outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on 8/13/2020.
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CUSIP
No. 636375206
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13D
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSONS
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Oakmont
Investments, LLC
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER
OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
shares of Common Stock
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,298,032
shares of Common Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
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1,298,032 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,298,032
shares of Common Stock
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.55%*
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14
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TYPE OF REPORTING
PERSON (See Instructions)
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OO
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* This percentage is based upon 13,584,593
outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on 8/13/2020.
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CUSIP
No. 636375206
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13D
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSONS
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Equitec
Proprietary Markets, LLC
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER
OF
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7
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SOLE VOTING POWER
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|
SHARES
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BENEFICIALLY
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0
shares of Common Stock
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,709,730
shares of Common Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
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1,709,730 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,709,730
shares of Common Stock
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.59%*
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14
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TYPE OF REPORTING
PERSON (See Instructions)
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PN
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* This percentage is based upon 13,584,593
outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on 8/13/2020
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CUSIP
No. 636375206
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13D
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Page 5 of 9 Pages
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1
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NAME OF REPORTING PERSONS
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Daniel
Asher
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO,
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United
States of America
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NUMBER
OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
shares of Common Stock
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,007,762
shares of Common Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
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3,007,762
shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,007,762
shares of Common Stock
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12
|
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.14%*
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14
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TYPE OF REPORTING
PERSON (See Instructions)
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IN
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* This percentage is based upon 13,584,593
outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on 8/13/2020.
Explanatory
Note
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
The Shares held by
each of Sphinx and Equitec were purchased with Mr. Asher’s personal funds in open market purchases, except as otherwise noted.
The aggregate purchase price of the 1,298,032 shares of Common Stock held by Sphinx is approximately $4,189,258, excluding brokerage
commissions. The aggregate purchase price of the 1,709,730 shares of Common Stock held by Equitec is approximately $5,069,133,
excluding brokerage commissions. 382,530 shares of Common Stock owned by Equitec were originally purchased by Equitec Specialists,
LLC, an affiliate of Equitec also controlled by Mr. Asher, in 2019 and transferred to Equitec Proprietary Markets on March 30,
2020 for no consideration.
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Item 5.
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Interest in Securities of Issuer.
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Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of shares of Common Stock reported owned by each person named herein is based upon 13,584,593 shares of Common Stock outstanding
as of July 31, 2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2020.
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(a)
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As of the close of business on December 9, 2020, Sphinx beneficially owned 1,298,032 shares of
Common Stock.
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Percentage: Approximately 9.55%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct
vote: 1,298,032
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 1,298,032
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(c)
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Sphinx has not entered into any transactions in the shares of Common Stock since the filing of
Amendment No. 1 to the Schedule 13D.
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(a)
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As the general partner of Sphinx, Oakmont may be deemed to beneficially own the 1,298,032 shares
of Common Stock owned by Sphinx.
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Percentage: Approximately 9.55%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct
vote: 1,298,032
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 1,298,032
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(c)
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Oakmont has not entered into any transactions in the shares of Common Stock since the filing of
Amendment No. 1 to the Schedule 13D.
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(a)
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As of the close of business on December 9, 2020, Equitec beneficially owned 1,709,730 shares of
Common Stock.
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Percentage: Approximately 12.59%
|
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct
vote: 1,709,730
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 1,709,730
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(c)
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The transactions in the shares of Common Stock by Equitec since the filing of Amendment No. 1 to
the Schedule 13D are set forth on Schedule A and incorporated herein by reference.
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(a)
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As the President of Oakmont and the 50% owner of Equitec, Mr. Asher may be deemed to beneficially
own the (i) 1,298,032 shares of Common Stock owned by Sphinx and (ii) 1,709,730 shares of Common Stock owned by Equitec.
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Percentage: Approximately 22.14%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct
vote: 3,007,762
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 3,007,762
|
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(c)
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Mr. Asher has not entered into any transactions in the shares of Common Stock since the filing
of Amendment No. 1 to the Schedule 13D except for those transactions in the shares of Common Stock made by Equitec on behalf of
Mr. Asher since the filing of Amendment No. 1 to the Schedule 13D that are set forth on Schedule A and incorporated herein by reference.
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The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
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.
Dated: December 10, 2020
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Sphinx Trading, LP
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By:
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Oakmont Investments, LLC, its general partner
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By:
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/s/ Daniel Asher
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Name:
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Daniel Asher
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Title:
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President
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Oakmont Investments, LLC
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By:
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/s/ Daniel Asher
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Name:
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Daniel Asher
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Title:
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President
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Equitec Proprietary Markets, LLC
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By:
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/s/ Daniel Asher
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Name:
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Daniel Asher
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Title:
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Authorized Signatory
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/s/ Daniel Asher
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Daniel Asher
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SCHEDULE A
Transactions in the Shares of Common
Stock of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D
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Nature of Transaction
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Amount of Securities Purchased/(Sold)
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Price per Share ($)
|
Date of
Purchase/Sale
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Equitec Proprietary Markets, LLC
|
Purchase of Common Stock
|
20,769
|
2.6905
|
11/17/2020
|
|
Purchase of Common Stock
|
119,541
|
2.6233
|
12/08/2020
|
|
Purchase of Common Stock
|
17,313
|
2.7040
|
12/09/2020
|
National (NASDAQ:NHLD)
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부터 12월(12) 2024 으로 1월(1) 2025
National (NASDAQ:NHLD)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
