DLH Holdings Corp. — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DLH Holdings Corp. (DLHC)
CIK: 0000785557
Period of Report: 2016-05-02

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)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Warrant to purchase common stock	$3.73	J	17694	Acquired	2021-11-02	Common Stock (17694)	Direct
2016-05-02	Warrant to purchase common stock	$3.73	J	25201	Acquired	2021-11-02	Common Stock (25201)	Indirect
2016-05-02	Warrant to purchase common stock	$3.73	J	10724	Acquired	2021-11-02	Common Stock (10724)	Indirect

Footnotes

F1: On May 2, 2016, Wynnefield Partners Small Cap Value, LP, Wynnefield Partners Small Cap Value, LP I and Wynnefield Small Cap Value Offshore, Ltd. (collectively, the "Purchasers") entered into a Note Purchase Agreement (the "Purchase Agreement") with the Issuer, pursuant to which the Purchasers purchased an aggregate principal amount of $2,500,000 of subordinated debentures of the Issuer. 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 17,694 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 25,201 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.

F4: The Reporting Person has an indirect beneficial ownership interest in 10,724 warrants to purchase common stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "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 warrants that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Nelson Obus and Joshua Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the warrants that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.