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 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 * Horne William B   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 _____ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 48430 LAKEVIEW BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 01/25/2018 (Street) FREMONT, CA 94538 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/25/2018   A   1,000,000 A (1) 1,000,000 D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

$ 2.32

01/25/2018

A

500,000

(2)

01/24/2018

Common Stock

500,000

$ 0

500,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Horne William B 48430 LAKEVIEW BLVD. FREMONT, CA 94538			Chief Financial Officer

Signatures

/s/ William B. Horne		01/30/2018
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	For his services, Mr. Horne received 1,000,000 shares of restricted common stock which shares shall vest in installments of two hundred thousand (200,000) shares annually over five (5) years beginning on January 1, 2019; provided, however, that such shares may, in whole or in part, in the discretion of the Compensation Committee of the Issuer, vest immediately upon the filing of the Issuer's Annual Report on Form 10-K with the Securities and Exchange Commission that shows that the Issuer's revenues for the applicable fiscal year reached or exceeded $100,000,000; notwithstanding the foregoing, before the Issuer accelerates any such vesting, the Issuer's Compensation Committee must prior thereto have obtained the consent of Mr. Horne, which consent may be withheld in his discretion.
(2)	Mr. Horne was granted options to purchase 500,000 shares of common stock which shall vest ratably over 60 months.

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