13D Filing: Wynnefield Capital and DLH Holdings Corp. (DLHC)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 15

Under the Securities Exchange Act of 1934

DLH Holdings Corp.

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(Name of Issuer)

Common Stock, $.001 par value

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(Title of Class of Securities)

87815U204

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(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26^th
Floor

New York, New York 10019

(212) 541-6222

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 15, 2018

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(Date of Event which requires Filing of
this Statement)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / /.

This Amendment No. 15 (the
“Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange
Commission (the “Commission”) on March 18, 2005, and as amended by Amendment No. 1 filed on November 23, 2005, and further
amended by Amendment No. 2 filed on January 30, 2007, and further amended by Amendment No. 3 filed on March 12, 2007, and
further amended by Amendment No. 4 filed on March 26, 2007, and further amended by Amendment No. 5 filed on February 29,
2008, and further amended by Amendment No. 6 filed on March 20, 2008, and further amended by Amendment No. 7 filed on July 8,
2011, and further amended by Amendment No. 8 filed on August 8, 2011 and further amended by Amendment No. 9 filed on June 22,
2012 and further amended by Amendment No. 10 filed on November 5, 2013 and further amended by Amendment No. 11 on May 6, 2016
and, as further amended by Amendment No. 12 filed on August 19, 2016 and as further amended by Amendment No. 13 filed on
October 3, 2016, and as further amended by Amendment No. 14 filed on
September 6, 2017 (the “Statement” or “Schedule 13D”) by Wynnefield Partners Small Cap Value, L.P. (the “Partnership”),
Wynnefield Partners Small Cap Value, L.P. I (the “Partnership-I”), Wynnefield Small Cap Value Offshore Fund, Ltd. (the
“Fund”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Wynnefield Capital Inc. Profit Sharing
& Money Purchase Plan Inc. (“Profit Sharing Plan”), Nelson Obus (“Mr. Obus”), and Joshua
Landes (“Mr. Landes”), collectively, the “Wynnefield Reporting Persons”, with respect to shares of
common stock, $0.001 par value (the “Shares”), of DLH Holdings Corp., a New Jersey corporation with its
principal executive offices located at 3565 Piedmont Road NE, Bldg. 3, Suite 700, Atlanta, GA, 30305 (the “Issuer”).
Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and restated in its
entirety as follows:

The securities reported in
this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of
approximately $6,849,241 (including brokerage commissions).

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended by the addition
of the following:

This Schedule 13D amendment
is filed by the Wynnefield Reporting Person to report dispositions of shares of the Common Stock which decreases its beneficial
ownership (as such term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer
by more than 1% from the amounts previously reported on Amendment No. 14 to the Schedule 13D filed on September 6, 2017. Other than
as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate
to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting
Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to
engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations
or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position,
the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions,
the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem
appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging
in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect
to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters
referred to in paragraphs (a) through (j) of Item 4.

Item
5. Interest in Securities of the Issuer.

Item 5 of
the Statement is hereby amended and restated in its entirety as follows:

(a) – (b) As of February 15, 2018, the Wynnefield
Reporting Persons beneficially owned in the aggregate 4,002,983 Shares, constituting approximately 33.5% of the outstanding Shares
(the percentage of Shares owned being based upon 11,936,113 Shares outstanding, which is comprised of (i) 11,882,494 Shares outstanding
as of January 31, 2018, as set forth in the Issuer’s most recent 10-Q for the quarter ending December 31, 2017 filed with the Commission
on February 13, 2018; and (ii) an aggregate of 53,619 Shares issuable to the Wynnefield Reporting Persons upon exercise of warrants
to purchase shares of Common Stock (the “Warrants”) that are beneficially owned by the Wynnefield Reporting Persons.
The following table sets forth certain

information with respect to Shares directly
beneficially owned by the Wynnefield Reporting Persons listed below:

WCM is the sole general partner of
Partnership and Partnership-I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined
under Rule 13d-3 under the Exchange Act) of the Common Stock that Partnership and Partnership-I beneficially
own. WCM, as the sole general partner of Partnership and Partnership-I, has the sole power to direct the
voting and disposition of the Common Stock that Partnership and Partnership-I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the
indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may
be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the
voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

WCI is the sole investment manager
of the Fund and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3
under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager
of the Fund, has the sole power to direct the voting and disposition of the Common Stock that the Fund beneficially owns.
Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial
owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition
of the shares of Common Stock that WCI may be deemed to beneficially own.

The Plan is an employee profit sharing
plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed to be the
indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that
the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the other
the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

Beneficial ownership of the
Shares shown on the cover pages of and set forth elsewhere in this Statement for each member of the Wynnefield Reporting
Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule
13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for
purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have
shared voting and dispositive power over) 4,002,983 Shares, constituting approximately 33.5% of the outstanding Shares (the
percentage of Shares owned being based upon 11,936,113 Shares outstanding, which is comprised of (i) 11,882,494 Shares
outstanding as of January 31, 2018, as set forth in the Issuer’s most recent 10-Q for the quarter ending December 31, 2017
filed with the Commission on February 13, 2018; and (ii) an aggregate of 53,619 Shares issuable to the
Wynnefield Reporting Persons upon exercise of the Warrants.

The filing of this Statement and any future
amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and
Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the
Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI
and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Statement.

Except as set forth below, to the best
knowledge of the Wynnefield Reporting Persons, except as described in this Statement, none of the Wynnefield Reporting Persons,
any general partner, executive officer or director thereof, as applicable, beneficially owns any Shares, and there have been no
transactions in the Shares affected during the past 60 days, by the Wynnefield Reporting Persons, any person in control of the
Wynnefield Reporting Persons (ultimately or otherwise),
or any general partner, executive officer or director thereof, as applicable.

The Wynnefield Reporting Persons have sold
Shares during the last 60 days as follows:

(d) No person, other than each
member of the Wynnefield Reporting Persons referred to as the direct beneficial owner of the shares of Common Stock set forth
in this response to Item 5, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such shares of Common Stock.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 22, 2018

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

       Nelson Obus, Co-Managing
Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

       Nelson Obus, Co-Managing
Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital, Inc.,

its Investment Manager

By: /s/ Nelson Obus

       Nelson Obus, President

WYNNEFIELD CAPITAL, INC. PROFIT SHARING & MONEY
PURCHASE PLAN

By: /s/ Nelson Obus

       Nelson Obus, Co-Trustee

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By: /s/ Nelson Obus

       Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

By: /s/ Nelson Obus

       Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

/s/ Joshua Landes

Joshua Landes, Individually