Sec Form 4 Filing - Nisser Henry Carl @ DPW Holdings, Inc. - 2019-05-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Nisser Henry Carl 2. Issuer Name and Ticker or Trading Symbol DPW Holdings, Inc. [ DPW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP & General Counsel (Last) (First) (Middle) 100 PARK AVENUE, SUITE 1658A 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2019 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 250,000 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options $ 0.22 05/23/2019 A 550,000 ( 2 ) 05/21/2016 Common Stock 750,000 $ 0 750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nisser Henry Carl 100 PARK AVENUE SUITE 1658A NEW YORK, NY10017 Executive VP & General Counsel Signatures /s/ Henry Nisser 05/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer and the Reporting Person entered into an employment agreement with an effective date of May 1, 2019 (the "Agreement"). Pursuant to the Agreement, Mr. Nisser received a grant of 200,000 shares of Common Stock, which shall vest ratably over 48 months beginning with the first month after the effective date. On May 23, 2019, the board of directors of the Issuer approved an amendment to the Agreement (the "Amendment") whereby 50% of the shares would vest immediately with the remainder vesting ratably over 48 months beginning with the first month after the effective date. ( 2 )Pursuant to the Agreement, Mr. Nisser received an option to purchase 200,000 shares of Common Stock at a per share exercise price equal to the closing market price on the effective date, which option has a term of seven (7) years. Pursuant to the Amendment, the option was amended to provide for the purchase of 750,000 shares of Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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