DHI GROUP, INC. — Director's Dealing 2011

Jun 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2011-06-20

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
2011-06-20	Common Stock, par value $0.01	J	5400	$15.88	Disposed	8757960	Indirect

Footnotes

F1: On June 20, 2011, as permitted under the Lock-Up Agreements dated as of May 9, 2011, Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP transferred 34,972, 935 and 4,167 Shares respectively to Quadrangle GP Investors II LP for distribution to Peter Ezersky, Joshua Steiner and Michael Huber. These shares, as well as 2,400 additional Shares already held by Quadrangle GP Investors II LP on behalf of Peter Ezersky from a previous distribution, were or are to be distributed as follows: 29,914 Shares to Joshua Steiner, 7,160 Shares to Michael Huber and 5,400 Shares to Peter Ezersky.

F2: On June 20, 2011 Peter Ezersky's 5,400 shares were charitably donated to Amherst College. Following these transactions Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP, Quadrangle Capital Partners II-A LP and Quadrangle GP Investors II LP directly owned 7,577,991, 202,724, 902,946 and 74,299 shares of Common Stock reported as beneficially owned in the above table. Michael Huber and Joshua Steiner's 37,074 shares have not yet been transferred and remain in the possession of Quadrangle GP Investors II LP.

F3: 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.