Sec Form 4 Filing - SOKOLOW LEONARD J @ NATIONAL HOLDINGS CORP - 2012-09-11

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SOKOLOW LEONARD J 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1200 NORTH FEDERAL HIGHWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 09/11/2012 (Street) BOCA RATON, FL22432 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, par value $0.02 per share 09/11/2012 A 340,854 ( 1 ) A $ 0 1,140,326 D Common Stock, par value $0.02 per share 01/25/2013 C 201,041 ( 2 ) A $ 0.5 1,341,367 D Common Stock, par value $0.02 per share 01/25/2013 C 101,214 ( 3 ) A $ 0 1,442,581 D Common Stock, par value $0.02 per share 01/25/2013 P 33,333 A $ 0.3 1,475,914 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOKOLOW LEONARD J 1200 NORTH FEDERAL HIGHWAY SUITE 400 BOCA RATON, FL22432 X Signatures /s/ Leonard J. Sokolow 01/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Common Stock were issued pursuant to the Reporting Person's employment agreement, as amended on November 23, 2009. ( 2 )On January 24, 2013, the holders of a majority of the outstanding shares of Series C preferred stock, par value $0.02 per share (the "Series C Preferred Stock")approved the Amended and Restated Series C Certificate of Designation. The Amended and Restated Series C Certificate of Designation provides that in the event National Holdings Corporation (the "Company") shall have raised at least $5 million through the sale of Common Stock at a purchase price no less than $0.30 per share in a private placement transaction by March 31, 2013, all outstanding shares of Series C Preferred Stock shall automatically be converted into shares of Common Stock at the then effective conversion price of the Series C Preferred Stock. The Company completed a $8.8 million private placement at $0.30 per share on January 25, 2013 and, as a result, the Series C Preferred Stock was mandatorily converted into shares of Common Stock of the Company. ( 3 )On January 24, 2013, the Company entered into a Warrant Exchange Agreement with the Reporting Person pursuant to which the Reporting Person exchangedwarrants for 101,214 shares of Common Stock. The transaction closed on March 25, 2013.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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