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

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1. Name and Address of Reporting Person *   Mullen Michael A 2. Date of Event Requiring Statement (Month/Day/Year) 01/03/2017 3. Issuer Name and Ticker or Trading Symbol NATIONAL HOLDINGS CORP [NHLD] (Last) (First) (Middle) 400 CHAMBERS STREET, 4G 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10282 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 625,000 D (1) Â

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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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mullen Michael A 400 CHAMBERS STREET, 4G NEW YORK, NY 10282	Â	Â	  Co-Chief Executive Officer	Â

Signatures

/s/ Michael Mullen		01/12/2017
**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)	625,000 restricted shares of common stock, which vest as follows: (1) 312,500 vest equally in 25% increments on the anniversary date of January 3, 2017 over the next four years; (2) 52,083 vest based upon the Company first achieving a market capitalization of $75 million for 30 consecutive trading days; 52,083 vest based upon the Company first achieving a market capitalization of $100 million for 30 consecutive trading days; 52,084 vest based upon the Company first achieving a market capitalization of $150 million for 30 consecutive trading days; and (3) 52,083 vest based upon the Company's EBITDA first being equal to or greater than $10 million at the end of a fiscal year; 52,083 vest based upon the Company's EBITDA first being equal to or greater than $15 million at the end of a fiscal year; 52,084 vest based upon the Company's EBITDA first being equal to or greater than $25 million at the end of a fiscal year.

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