DLH Holdings Corp. — Director's Dealing 2016

Oct 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DLH Holdings Corp. (DLHC)
CIK: 0000785557
Period of Report: 2016-09-29

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: Wynnefield Capital, Inc. Profit Sharing Plan (10% Owner)
Reporting Person: OBUS NELSON (10% Owner)
Reporting Person: LANDES JOSHUA (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-29	Common Stock, par value $0.001 per share	X	79047	$3.73	Acquired	1236932	Direct
2016-09-29	Common Stock, par value $0.001 per share	X	143677	$3.73	Acquired	2248231	Indirect
2016-09-29	Common Stock, par value $0.001 per share	X	66429	$3.73	Acquired	1039470	Indirect
2016-09-29	Common Stock, par value $0.001 per share	X	9681	$3.73	Acquired	151487	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-29	Subscription Rights (Right to Buy)	$3.73	X	79047	Disposed	2016-09-21	Common Stock (79047)	Direct
2016-09-29	Subscription Rights (Right to Buy)	$3.73	X	143677	Disposed	2016-09-21	Common Stock (143677)	Indirect
2016-09-29	Subscription Rights (Right to Buy)	$3.73	X	66429	Disposed	2016-09-21	Common Stock (66429)	Indirect
2016-09-29	Subscription Rights (Right to Buy)	$3.73	X	9681	Disposed	2016-09-21	Common Stock (9681)	Indirect

Footnotes

F1: Pursuant to a Subscription Rights Offering launched by the Issuer on August 19, 2016, which the Issuer offered all shareholders the right to purchase 0.06827 shares of the Company's common stock at a price of $3.73 per whole share (the "Rights Offering"), Wynnefield Partners Small Cap Value, LP, Wynnefield Partners Small Cap Value, LP I, Wynnefield Small Cap, Value Offshore, Ltd. and Wynnefield Capital, Inc. Profit Sharing Plan acquired and exercised subscription rights to purchase, in the aggregate, 298,834 shares of the Issuer's Common Stock. The Rights Offering expired on September 21, 2016 and the transactions reported in this statement closed on September 29, 2016.

F2: The Reporting Person directly beneficially owns 1,236,932 shares of common stock, of which 79,047 shares were acquired through the exercise of subscription rights in the Rights Offering. 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 shares of Common Stock 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 shares of Common Stock that the Reporting Person directly beneficially owns.

F3: The Reporting Person has an indirect beneficial ownership interest in 2,248,231 shares of Common Stock, of which 143,677 shares were acquired through the exercise of subscription rights in the Rights Offering, 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 shares of Common Stock that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns.

F4: Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns.

F5: The Reporting Person has an indirect beneficial ownership interest in 1,039,470 shares of Common Stock, of which 66,429 shares were acquired through the exercise of subscription rights in the Rights Offering, which are directly beneficially owned by Wynnefield Small Cap Value Offshore, Ltd., as members of a group under Section 13(d) Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.

F6: Nelson Obus and Joshua Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.

F7: The Reporting Person has an indirect beneficial ownership interest in 151,487 shares of Common Stock, of which 9,681 shares were acquired through the exercise of subscription rights in the Rights Offering, which are directly beneficially owned by Wynnefield Capital, Inc. Profit Sharing Plan, as members of a group under Section 13(d) Exchange Act. Wynnefield Capital, Inc. Profit Sharing Plan, which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. Profit Sharing Plan is an employee profit sharing plan. Nelson Obus and Joshua Landes, as co-trustees of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Capital, Inc. Profit Sharing Plan directly beneficially owns.