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

Page 12 of 15

Page 12 of 15 – SEC Filing

CUSIP No. 87815U204 13D/A Page 12 of 15

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) 4,402,983 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 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 RP have sold Share
during the last 60 days as follows:

Name Date Number of Shares Price
Partnership 08/31/2017 80,414 $6.02
Partnership I 08/31/2017 123,699 $6.02
Fund 08/31/2017 46,087 $6.02
Partnership 08/31/2017 8,754 $6.10
Partnership I 08/31/2017 13,466 $6.10
Fund 08/31/2017 5,017 $6.10

Follow Dlh Holdings Corp. (NASDAQ:DLHC)

Page 12 of 15