Page 10 of 15 – SEC Filing
| CUSIP No. 87815U204 | 13D/A | Page 10 of 15 |
This Amendment No. 14 (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 (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 $7,957,423.79 (including brokerage commissions), except that a portion of the purchase price of the securities
purchased in the Issuer’s 2016 Rights Offering by Partnership, Partnership-I and the Fund (collectively the
“Wynnefield Funds”), was set-off against indebtedness owed by the Issuer to the Wynnefield Funds in the aggregate
amount of $2,500,000. All such other funds were provided from the working capital or personal funds of the Wynnefield
Reporting Persons who directly beneficially own such securities.
Item 4 of the Schedule 13D is hereby amended by the addition
of the followng:
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. 13 to the Schedule 13D filed on October 3, 2016. 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 August 31, 2017, the Wynnefield
Reporting Persons beneficially owned in the aggregate 4,402,983 Shares, constituting approximately 37.8% of the outstanding Shares
(the percentage of Shares owned being based upon 11,653,395 Shares outstanding, which is comprised of (i) 11,599,776 Shares outstanding
as of July 31, 2017, as set forth in the Issuer’s most recent 10-Q for the quarter ending June 30, 2017 filed with the Commission
on August 10, 2017; 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
