SEC Form 4 · accession 0001144204-16-126531
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
Sep 29, 2016
Accepted (ET)
Oct 3, 2016 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000785557
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2 | Sep 29, 2016 | X | 79,047 | $3.73 | A | 1,236,932 | D | |
| Common Stock, par value $0.001 per shareF1,F3,F4 | Sep 29, 2016 | X | 143,677 | $3.73 | A | 2,248,231 | I | See Footnote |
| Common Stock, par value $0.001 per shareF1,F5,F6 | Sep 29, 2016 | X | 66,429 | $3.73 | A | 1,039,470 | I | See Footnote |
| Common Stock, par value $0.001 per shareF1,F7 | Sep 29, 2016 | X | 9,681 | $3.73 | A | 151,487 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (Right to Buy)F1,F2 | $3.73 | Sep 29, 2016 | X | 79,047 | D | Aug 19, 2016 | Sep 21, 2016 | Common Stock | 79,047 | 0 | D |
| Subscription Rights (Right to Buy)F1,F3,F4 | $3.73 | Sep 29, 2016 | X | 143,677 | D | Aug 19, 2016 | Sep 21, 2016 | Common Stock | 143,677 | 0 | I |
| Subscription Rights (Right to Buy)F1,F5,F6 | $3.73 | Sep 29, 2016 | X | 66,429 | D | Aug 19, 2016 | Sep 21, 2016 | Common Stock | 66,429 | 0 | I |
| Subscription Rights (Right to Buy)F1,F7 | $3.73 | Sep 29, 2016 | X | 9,681 | D | Aug 19, 2016 | Sep 21, 2016 | Common Stock | 9,681 | 0 | I |
Explanation of responses
- F1Pursuant 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.
- F2The 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.
- F3The 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.
- F4Nelson 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.
- F5The 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.
- F6Nelson 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.
- F7The 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.
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.