0001144204-16-126531.txt : 20161003 0001144204-16-126531.hdr.sgml : 20161003 20161003163402 ACCESSION NUMBER: 0001144204-16-126531 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160929 FILED AS OF DATE: 20161003 DATE AS OF CHANGE: 20161003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DLH Holdings Corp. CENTRAL INDEX KEY: 0000785557 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 221899798 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 3565 PIEDMONT ROAD, NE STREET 2: BUILDING 3, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 8669521647 MAIL ADDRESS: STREET 1: 3565 PIEDMONT ROAD, NE STREET 2: BUILDING 3, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER COMPANY: FORMER CONFORMED NAME: TEAMSTAFF INC DATE OF NAME CHANGE: 19990216 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL SOLUTIONS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDES JOSHUA CENTRAL INDEX KEY: 0001251568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 161916092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OBUS NELSON CENTRAL INDEX KEY: 0001017043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 161916093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wynnefield Capital, Inc. Profit Sharing Plan CENTRAL INDEX KEY: 0001289453 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 161916094 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0278 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL INC CENTRAL INDEX KEY: 0001251567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 161916095 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2129600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I CENTRAL INDEX KEY: 0001251565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 161916098 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD CENTRAL INDEX KEY: 0001030806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 161916097 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056835 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 161916096 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 161916099 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 4 1 v449866_form4.xml OWNERSHIP DOCUMENT X0306 4 2016-09-29 0 0000785557 DLH Holdings Corp. DLHC 0000899083 WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251565 WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001030806 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001056835 WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251567 WYNNEFIELD CAPITAL INC 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001289453 Wynnefield Capital, Inc. Profit Sharing Plan 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001017043 OBUS NELSON 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251568 LANDES JOSHUA 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 Common Stock, par value $0.001 per share 2016-09-29 4 X 0 79047 3.73 A 1236932 D Common Stock, par value $0.001 per share 2016-09-29 4 X 0 143677 3.73 A 2248231 I See Footnote Common Stock, par value $0.001 per share 2016-09-29 4 X 0 66429 3.73 A 1039470 I See Footnote Common Stock, par value $0.001 per share 2016-09-29 4 X 0 9681 3.73 A 151487 I See Footnote Subscription Rights (Right to Buy) 3.73 2016-09-29 4 X 0 79047 D 2016-08-19 2016-09-21 Common Stock 79047 0 D Subscription Rights (Right to Buy) 3.73 2016-09-29 4 X 0 143677 D 2016-08-19 2016-09-21 Common Stock 143677 0 I See Footnote Subscription Rights (Right to Buy) 3.73 2016-09-29 4 X 0 66429 D 2016-08-19 2016-09-21 Common Stock 66429 0 I See Footnote Subscription Rights (Right to Buy) 3.73 2016-09-29 4 X 0 9681 D 2016-08-19 2016-09-21 Common Stock 9681 0 I See Footnote 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. 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. 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. 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. 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. 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. 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. Each of the Reporting Owners identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that any of the Reporting Owners identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. /s/ Nelson Obus, Managing Member, WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. 2016-10-03 /s/ Nelson Obus, Managing Member, WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I 2016-10-03 /s/ Nelson Obus, President, WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. 2016-10-03 /s/ Nelson Obus, Managing Member, WYNNEFIELD CAPITAL MANAGEMENT, LLC 2016-10-03 /s/ Nelson Obus, President, WYNNEFIELD CAPITAL, INC. 2016-10-03 /s/ Nelson Obus, General Partner, WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN 2016-10-03 /s/ Nelson Obus, individually 2016-10-03 /s/ Joshua Landes, individually 2016-10-03