DHI GROUP, INC. — Director's Dealing 2011

Feb 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2011-02-22

Reporting Person: BINGHAM H RAYMOND (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-22	Common Stock	S	3548238	$14.25	Disposed	12640855	Indirect
2011-02-22	Common Stock	J	40960	—	Disposed	12599895	Indirect

Footnotes

F1: Represents the following sales of common stock on February 22, 2011: (i) 2,311,357 shares by General Atlantic Partners 79,
L.P. ("GAP 79"); (ii) 219,533 shares by General Atlantic Partners 84, L.P. ("GAP 84"); (iii) 480 shares by GAP Coinvestments
CDA, L.P. ("CDA"); (iv) 62,495 shares by GapStar, LLC ("GapStar"); (v) 749,031 shares by GAP-W Holdings, L.P. ("GAP-W");
(vi) 154,391 shares by GAP Coinvestments III, LLC ("GAPCO III"); (vii) 45,287 shares by GAP Coinvestments IV, LLC ("GAPCO
IV"); and (viii) 5,664 shares by GAPCO GmbH & Co. KG ("KG").

F2: Represents (i) 8,114,026 shares owned by GAP 79; (ii) 770,674 shares owned by GAP 84; (iii) 1,686 shares owned by CDA; (iv)
219,389 shares owned by GapStar; (v) 2,629,479 shares owned by GAP-W; (vi) 726,740 shares owned by GAPCO III; (vii) 158,979
shares owned by GAPCO IV; and (viii) 19,882 shares owned by KG.

F3: General Atlantic LLC ("GA") is the general partner of each of General Atlantic GenPar, L.P. ("GA GenPar"), GAP 79, and CDA.
GA GenPar is the general partner of GA 84 and GAP-W. The officers of GapStar and managing members of GAPCO III and GAPCO IV
are managing directors of GA. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. The managing directors
of General Atlantic make voting and investment decisions with respect to the securities held by KG and GmbH Management. Mr.
Bingham is an Advisory Director of GA. Mr. Bingham disclaims beneficial ownership of such shares beneficially owned by them
except to the extent of his pecuniary interest therein.

F4: Distribution of shares for no consideration to members of GAP Coinvestments III, LLC.

F5: Represents the shares held by GAP 79, GAP 84, CDA, GapStar, GAP-W, GAPCO III, GAPCO IV and KG after giving effect to the
distribution described in footnote (4) above.