National (NHLD) SC 13D/ANATIONAL / NHC ownership change

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. 6)

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

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

 * Percentage calculated based on 13,639,622 shares of common stock, par value $0.02 per share, outstanding as of November 30, 2020, as reported in the Annual Report on Form 10-K filed by National Holdings Corporation with the Securities and Exchange Commission on December 29, 2020. 

* Percentage calculated based on 13,639,622 shares of common stock, par value $0.02 per share, outstanding as of November 30, 2020, as reported in the Annual Report on Form 10-K filed by National Holdings Corporation with the Securities and Exchange Commission on December 29, 2020. 

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) 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, Amendment No. 4 to the Original 13D filed with the SEC on August 26, 2020 and Amendment No. 5 to the Original 13D filed with the SEC on November 12, 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 4.    Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure:

On January 10, 2021, BRF, B. Riley Principal Merger Corp. III, a Delaware corporation and an indirect wholly owned subsidiary of BRF (“Merger Sub”) and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for the acquisition of the Issuer by BRF through a tender offer (the “Offer”) by Merger Sub for all of the issued and outstanding shares of Common Stock that are not beneficially owned by BRF and its subsidiaries for $3.25 per share of Common Stock in cash, without interest. As soon as practicable following the consummation of the Offer, subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of BRF pursuant to Section 251(h) of the DGCL (the “Merger”). In accordance with Section 251(h) of the DGCL, the Merger will not require the approval of the stockholders of the Issuer.

Concurrently with the execution of the Merger Agreement, on January 10, 2021, BRF and the Issuer entered into that certain Termination Agreement (the “Termination Agreement”), pursuant to which (i) the Issuer agreed to waive certain standstill provisions contained in the Issuer Agreement for the sole and limited purposes of allowing BRF and the Issuer to enter into the Merger Agreement and BRF and Merger Sub to consummate the transactions contemplated thereby, including the Offer and the Merger and (ii) the parties agreed to terminate the Issuer Agreement effective as of the consummation of the Merger.

The foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Termination Agreement, copies of which are filed as Exhibit 1 and Exhibit 2 to this Amendment No. 6, respectively.

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.