Sec Form 4 Filing - Ault Kristine L @ DPW Holdings, Inc. - 2018-01-05

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 Ault Kristine L 2. Issuer Name and Ticker or Trading Symbol DPW Holdings, Inc. [ DPW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) P.O. BOX 3587 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2018 (Street) TUSTIN, CA92781 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 01/05/2018 P 200 A $ 2.43 1,850 D Common Stock 01/08/2018 P 300 A $ 2.69 2,150 ( 1 ) ( 2 ) D Common Stock 2,725,860 I By Philou Ventures, LLC

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ault Kristine L P.O. BOX 3587 TUSTIN, CA92781 X X Signatures /s/ Kristine L. Ault 01/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On a Form 4 filed on November 28, 2016, the Reporting Person disclosed the purchase of an aggregate of 700 shares of common stock of the Issuer, the first time she purchased in her own name. On a Form 4 filed on December 13, 2016, the Reporting Person disclosed the purchase of other securities of the Issuer by an affiliate, Philou Ventures, and included a row indicating that she owned 1,800 shares directly. This Form 4 inadvertently overstated her direct ownership of shares of common stock of the Issuer by 1,100 such shares. Although the Reporting Person has since filed five Forms 4, all of which correctly reported the transaction requiring the filing of the particular form (including a Form 4 that disclosed the purchase of 850 shares from May 9, 2017 through May 11, 2017), this Form 4 is the first to accurately present the Reporting Person's direct ownership of common stock of the Issuer. No Form 4 other than those mentioned above disclosed a direct purchase of shares of common stock ( 2 )of the Issuer, and at no time has the Reporting Person sold any such shares, whether directly or indirectly.

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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