DLH Holdings Corp. — Director's Dealing 2011

Jul 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEAMSTAFF INC (TSTF)
CIK: 0000785557
Period of Report: 2011-06-01

Reporting Person: WYNNEFIELD PARTNERS SMALL CAP VALUE LP (10% Owner)
Reporting Person: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I (10% Owner)
Reporting Person: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD (10% Owner)
Reporting Person: WYNNEFIELD CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: WYNNEFIELD CAPITAL INC (10% Owner)
Reporting Person: CHANNEL PARTNERSHIP II L P (10% Owner)
Reporting Person: Wynnefield Capital, Inc. Profit Sharing Plan (10% Owner)
Reporting Person: OBUS NELSON (10% Owner)
Reporting Person: LANDES JOSHUA (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-01	Warrants to purchase common stock	$1.00	J	21538	Acquired	2016-06-01	Common Stock (21538)	Direct
2011-06-01	Warrants to purchase common stock	$1.00	J	32308	Acquired	2016-06-01	Common Stock (32308)	Indirect

Footnotes

F1: On June 1, 2011, Wynnefield Partners Small Cap Value, LP and Wynnefield Partners Small Cap Value, LP I (collectively, the
"Purchasers") entered into a Debenture Purchase Agreement (the "Purchase Agreement") with the Issuer, pursuant to which the
Purchasers made a standby commitment to purchase up to an aggregate principal amount of $350,000 of convertible debentures
of the Issuer from time to time in accordance with the Purchase Agreement. As of the date hereof, no convertible debentures
have been purchased under the Purchase Agreement. The warrants to purchase common stock reported in this statement were
issued in consideration of the Purchasers entering into the Purchase Agreement.

F2: The Reporting Person directly beneficially owns 21,538 warrants to purchase common stock. Wynnefield Capital Management,
LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P., has an indirect beneficial ownership interest
in the warrants that Wynnefield Partners Small Cap Value L.P. directly beneficially owns. Nelson Obus and Joshua Landes,
as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the warrants
that the Reporting Person directly beneficially owns.

F3: The Reporting Person has an indirect beneficial ownership interest in 32,308 warrants to purchase common stock, which are
directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I , as members of a group under Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P. I, which
maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person.
Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an
indirect beneficial ownership interest in the warrants that Wynnefield Partners Small Cap Value L.P. I directly beneficially
owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect
beneficial ownership interest in the warrants that the Reporting Person directly beneficially owns.