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: 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
2011-02-22	Common Stock, par value $0.01	S	3548238	$14.25	Disposed	12763360	Indirect

Footnotes

F1: On February 22, 2011, Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP sold respectively 3,096,449, 82,834 and 368,955 shares of Common Stock. Following these sales, Quadrangle GP Investors II LP, Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP directly owned respectively 39,625, 11,103,652, 297,041 and 1,323,042 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.