Ownership Submission
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ASHER DANIEL
  2. Issuer Name and Ticker or Trading Symbol
NATIONAL HOLDINGS CORP [NHLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
111 W JACKSON BLVD, 20TH FL
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2019
(Street)

CHICAGO, IL 60604
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/01/2019   P   1,000 A $ 3.23 1,586,274 (1) I Through Intracoastal Capital LLC (2)
Common Stock 02/12/2019(3)   P   350,000 A $ 3.25 1,936,874 (4) I Through Equitec Specialists, LLC (5)
Common Stock 02/12/2019(6)   P   527,932 A $ 3.25 2,464,806 I Through Sphinx Trading, LP (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
ASHER DANIEL
111 W JACKSON BLVD
20TH FL
CHICAGO, IL 60604
    X    

Signatures

 /s/ Daniel Asher   02/14/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This purchase transaction closed a short position created by Intracoastal Capital LLC before the reporting person became subject to Section 16 of the Securities Exchange Act of 1934 and had no impact on the amount of securities beneficially owned by the reporting person following the transaction. As reported on a Form 4 filed on February 6, 2019, the reporting person owned 1,586,274 shares of common stock following the last transaction the reporting person made in NHLD common stock on January 30, 2019.
(2) The reporting person is a member of the board of managers of Intracoastal Capital LLC.
(3) The right and obligation to acquire these shares was assigned to Equitec Specialists, LLC from NHC Holdings, LLC on February 11, 2019.
(4) As reported on a Form 4 filed on February 6, 2019, the reporting person owned 1,586,874 shares of common stock following the last transaction the reporting person made in NHLD common stock on February 4, 2019.
(5) The reporting person controls 50% of the voting membership interests in Equitec Specialists, LLC.
(6) The right and obligation to acquire these shares was assigned to Sphinx Trading, LP from NHC Holdings, LLC on February 11, 2019.
(7) The reporting person is a member and the president of Oakmont Investments, LLC, the general partner of Sphinx Trading, LP.

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