DHI GROUP, INC. — Director's Dealing 2010

Dec 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2010-12-15

Reporting Person: QCP GP Investors II LLC (10% Owner)
Reporting Person: Quadrangle GP Investors II LP (10% Owner)
Reporting Person: Quadrangle Capital Partners II L P (10% Owner)
Reporting Person: Quadrangle Select Partners II L P (10% Owner)
Reporting Person: QUADRANGLE CAPITAL PARTNERS II-A L P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-15	Common Stock, par value $0.01	S	6328327	$10.75	Disposed	16271973	Indirect

Footnotes

F1: On December 15, 2010, Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP sold respectively 5,522,557, 147,736 and 658,034 shares of Common Stock. Following these sales, Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP directly owned respectively 14,200,101, 379,875 and 1,691,997 shares of Common Stock reported as beneficially owned in the above table.

F2: QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of each of the Quadrangle Funds. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock of the issuer reported herein that are beneficially owned by each of Quadrangle GP Investors II LP, Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP, except to the extent of each of their pecuniary interest therein.