DHI GROUP, INC. — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2011-05-13

Reporting Person: HODGSON DAVID C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	Common Stock	S	4000000	$15.88	Disposed	8599895	Indirect
2011-05-13	Common Stock	J	46070	—	Disposed	8553825	Indirect

Footnotes

F1: Represents the following sales of common stock on May 13, 2011: (i) 2,605,571 shares by General Atlantic Partners 79, L.P.
("GAP 79"); (ii) 247,478 shares by General Atlantic Partners 84, L.P. ("GAP 84"); (iii) 541 shares by GAP Coinvestments CDA,
L.P. ("CDA"); (iv) 70,450 shares by GapStar, LLC ("GapStar"); (v) 844,378 by GAP-W Holdings, L.P. ("GAP-W"); (vi) 174,147
shares by GAP Coinvestments III, LLC ("GAPCO III"); (vii) 51,051 shares by GAP Coinvestments IV, LLC ("GAPCO IV"); and
(viii) 6,384 shares by GAPCO GmbH & Co. KG ("KG").

F2: Represents (i) 5,508,455 shares owned by GAP 79; (ii) 523,196 shares owned by GAP 84; (iii) 1,145 shares owned by CDA; (iv)
148,939 shares owned by GapStar; (v) 1,785,101 shares owned by GAP-W; (vi) 511,633 shares owned by GAPCO III; (vii) 107,928
shares owned by GAPCO IV; and (viii) 13,498 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.
Hodgson is a Managing Director of GA and a Managing Member of GAPCO II, GAPCO IV and GapStar. Mr. Hodgson 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.