Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Ault & Company, Inc.	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 __X__ Officer (give title below)    _____ Other (specify below) See Remark
(Last)          (First)          (Middle) 200 SANDPOINTE DRIVE, SUITE 500	3. Date of Earliest Transaction (MM/DD/YYYY) 2/5/2020
(Street) SANTA ANA, CA 92707 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
8% Convertible Promissory Note	$1.45	2/5/2020		J (1)		1		(2)	(2)	Common Stock	689655 (3)	$1000000	1000000	D

Explanation of Responses:
(1)	On February 5, 2020, the Issuer sold and issued an 8% Convertible Promissory Note in the principal amount of $1,000,000 (the "Note") to the Reporting Person, which Note is convertible into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $1.45 per share. Conversion of the Note is subject to the approval of the Issuer's stockholders at a special meeting thereof, as required by Rule 713(a)(ii) of the NYSE Company Guide, and subsequently, the authorization from the NYSE American (the "Required Approvals").
(2)	After the Issuer's receipt of the Required Approvals, the Note shall be convertible, at the election of the Reporting Person, prior to payment, or prepayment, in full by or on August 5, 2020.
(3)	Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of Common Stock.

Remarks: Milton C. Ault, III, the Chief Executive Officer of the Reporting Person, is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ault & Company, Inc. 200 SANDPOINTE DRIVE, SUITE 500 SANTA ANA, CA 92707	X	X	See Remark

Signatures
By: /s/ Milton C. Ault, III, CEO		2/27/2020
**Signature of Reporting Person		Date