SEC Form 4 · accession 0001144204-16-098990
DLH Holdings Corp. · DLHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Nelson Obus
10% Owner
WYNNEFIELD CAPITAL MANAGEMENT LLC
10% Owner
WYNNEFIELD CAPITAL INC
10% Owner
Joshua Landes
10% Owner
Period of report
May 2, 2016
Accepted (ET)
May 4, 2016 · 4:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000785557
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to purchase common stockF1,F2 | $3.73 | May 2, 2016 | J | 17,694 | A | Nov 2, 2016 | Nov 2, 2021 | Common Stock | 17,694 | 17,694 | D |
| Warrant to purchase common stockF1,F3 | $3.73 | May 2, 2016 | J | 25,201 | A | Nov 2, 2016 | Nov 2, 2021 | Common Stock | 25,201 | 25,201 | I |
| Warrant to purchase common stockF1,F4 | $3.73 | May 2, 2016 | J | 10,724 | A | Nov 2, 2016 | Nov 2, 2021 | Common Stock | 10,724 | 10,724 | I |
Explanation of responses
- F1On 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.
- F2The 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.
- F3The 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.
- F4The 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.
Remarks
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.