Sec Form 4 Filing - GELLER MARSHALL S @ NATIONAL HOLDINGS CORP - 2011-12-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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1. Name and Address of Reporting Person GELLER MARSHALL S 2. Issuer Name and Ticker or Trading Symbol NATIONAL HOLDINGS CORP [ NHLD.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10866 WILSHIRE BLVD.,, SUITE 1450 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2011 (Street) LOS ANGELES, CA90024 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/27/2011 S 2,004,083 D 0 I See footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series C Preferred Stock $ 0.5 12/27/2011 S 6,026 ( 2 ) ( 3 ) Common Stock 602,630 ( 4 ) 0 I See footnote ( 1 ) Warrants $ 0.5 12/27/2011 S 602,630 ( 5 ) ( 5 ) Common Stock 602,620 ( 4 ) 0 I see footnote ( 1 ) Warrants $ 0.5 12/27/2011 S 44,125 ( 6 ) ( 6 ) Common Stock 44,125 ( 4 ) 0 I see footnote ( 1 ) Warrants $ 0.75 12/27/2011 S 62,500 ( 2 ) 02/22/2012 Common Stock 62,500 ( 4 ) 0 I see footnote ( 1 ) Warrants $ 0.5 12/27/2011 S 250,000 ( 2 ) 06/04/2015 Common Stock 250,000 ( 4 ) 0 I see footnote ( 1 ) Warrants $ 1.25 12/27/2011 S 468,750 ( 2 ) 06/30/2013 Common Stock 468,750 ( 4 ) 0 I see footnote ( 1 ) Warrants $ 2 12/27/2011 S 375,000 ( 2 ) 03/31/2013 Common Stock 375,000 ( 4 ) 0 I see footnote ( 1 ) Warrants $ 0.5 12/27/2011 S 250,000 ( 7 ) ( 7 ) Common Stock 250,000 ( 4 ) 0 I see footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GELLER MARSHALL S 10866 WILSHIRE BLVD., SUITE 1450 LOS ANGELES, CA90024 X X Signatures /s/ See Exhibit 99.1 01/03/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were directly beneficially owned by St. Cloud Capital Partners ("St. Cloud Partners"). These securities may have been deemed to be indirectly beneficially owned by Marshall S. Geller, as Senior Managing Member of SCGP, LLC, the General Partner of St. Cloud Partners. This report shall not be deemed an admission by Mr. Geller that he is or was the beneficial owner of the securities for purposes of Section 16 or otherwise. ( 2 )These Warrants are currently exercisable in full. ( 3 )The Series C Preferred Stock does not expire. ( 4 )COR Securities paid an aggregate consideration of $2,000,000, which consideration consisted of shares of preferred stock and warrants to purchase common stock of COR Securities issued to St. Cloud Capital Partners, L.P. and St. Cloud Capital Partners II, L.P., for the above mentioned rights to the Shares, the Preferred Stock, the Warrants, and the NHLD Debt. ( 5 )401,753 of these Warrants are currently exercisable, 200,887 become exercisable on 7/12/12. 200,887 of these Warrants expire on each of 7/12/15, 7/12/16 and 7/12/17. ( 6 )29,416 of these Warrants are currently exercisable, 14,708 become exercisable on 7/12/12. 14,708 of these Warrants expire on each of 7/12/15, 7/12/16 and 7/12/17. ( 7 )These Warrants are become exercisable in the event that certain indebtedness of National Holdings Corporation, evidenced by those certain convertible promissory notes dated March 31, 2008 and June 30, 2008, is paid prior to their respective maturity dates. These Warrants will expire five years from the date that they become exercisable.

Remarks: 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 St. Cloud Partners, LP, SCGP, LLC (which is the General Partner of St. Cloud Partners, LP), St. Cloud Capital, LLC, St. Cloud Partners II, LP, SCGP II, LLC (which is the General Partner of St. Cloud Partners II, LP) and St. Cloud Capital II, LLC. Each of the foregoing persons are joint filers, as permitted under Rule 16(a)-3(j) of the Securities Exchange Act of 1934.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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