DLHC DLH Holdings Corporation

This Amendment No. 13 (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 18, 2016 (the "Statement") 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”), 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 $8,773,077 (including brokerage commissions), except that a portion of the purchase price of the securities purchased in the 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 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 September 29, 2016, the Wynnefield Reporting Persons beneficially owned in the aggregate 4,729,739 Shares, constituting approximately 42.3% of the outstanding Shares (the percentage of Shares owned being based upon 11,193,983 Shares outstanding, which is comprised of (i) 11,140,364 Shares outstanding, as set forth in the Issuer’s most recent public disclosure filed as a press release on September 30, 2016; and (ii) an aggregate of 53,619 Shares issuable to the Wynnefield Reporting Persons upon exercise of the Warrants (as defined herein). 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) 4,729,739 Shares, constituting approximately 42.3% of the outstanding Shares (the percentage of Shares owned being based upon 11,193,983 Shares outstanding, which is comprised of (i) 11,140,364 Shares outstanding, as set forth in the Issuer’s most recent public disclosure filed as a press release on September 30, 2016; 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.

(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.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended by the addition of the following:

Pursuant to the previously disclosed Rights Offering launched by the Issuer on August 19, 2016, the Wynnefield Reporting Persons acquired subscription rights to purchase 298,834 shares of the Company's common stock at a price of $3.73 per whole share. The Rights Offering expired on September 21, 2016 and the transactions reported in this Statement closed on September 29, 2016. Additionally, on September 29, 2016 the Wynnefield Funds entered into a registration rights agreement with the Issuer, dated September 29, 2016 (the “Registration Rights Agreement”) pursuant to which the Issuer shall register the shares of common stock purchased by the Wynnefield Funds in the Rights Offering and those shares underlying the certain warrants beneficially held by the Wynnefield Funds. The Registration Rights Agreement was entered into as an inducement for the Wynnefield Funds having entered into the previously reported Standby Purchase Agreement.

The description of the Registration Rights Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 1 and which is incorporated herein by reference.

Item 7. Material to be filed as Exhibit.

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: October 3, 2016

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