SCHEDULE 13G
Amendment No. 0
NATIONAL HLDGS CORP
Common Stock
Cusip #636375107
Cusip #636375107
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 6,546,490
Item 6: 0
Item 7: 6,546,490
Item 8: 0
Item 9: 6,546,490
Item 11: 5.312%
Item 12: HC
Cusip #636375107
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 6,546,490
Item 8: 0
Item 9: 6,546,490
Item 11: 5.312%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
NATIONAL HLDGS CORP
Item 1(b). Name of Issuer's Principal Executive Offices:
120 BROADWAY
27TH FLOOR
NEW YORK, NY 10271
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston,
Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
636375107
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 6,546,490
(b) Percent of Class: 5.312%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 6,546,490
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 6,546,490
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of NATIONAL HLDGS CORP.
No one person's interest in the Common Stock of NATIONAL
HLDGS CORP is more than five percent of the total
outstanding Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
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.
February 13, 2014
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pyramis Global Advisors Trust Company ("PGATC"),
900 Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 6,546,490 shares or 5.312% of the
outstanding Common Stock of the NATIONAL HLDGS
CORP as a result of its serving as investment manager of
institutional accounts owning such shares. The number of
shares of Common Stock of NATIONAL HLDGS CORP
owned by the institutional account(s) at December 31, 2013
included 5,851,590 shares of Common Stock resulting from
the assumed conversion of 5,851,590 shares of NATIONAL
HOLDINGS CORP PIPE (1 shares of Common Stock for each
share of Convertible Preferred Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 6,546,490 shares and sole power
to vote or to direct the voting of 6,546,490 shares of Common
Stock owned by the institutional accounts managed by
PGATC as reported above.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 13, 2014, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of NATIONAL HLDGS CORP at December
31, 2013.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Pyramis Global Advisors Trust Company
By /s/ Jennifer A. Jaslowich
Jennifer A. Jaslowich
Duly authorized under Power of Attorney
dated March 28, 2013, by Douglas R. Moore
Chief Financial Officer