DHI GROUP, INC. — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2012-02-27

Reporting Person: DURNEY MICHAEL P (Senior VP - Finance, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock	A	46000	—	Acquired	206191	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Employee Stock Option (Right to Buy)	$8.97	A	45000	Acquired	2019-02-27	Common Stock (45000)	Direct

Footnotes

F1: Represents a grant of restricted stock. The restricted stock vests over four years, with 25% vesting on each of February 27, 2013, February 27, 2014, February 27, 2015 and February 27, 2016.

F2: The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (February 27, 2013) and 6.25% vesting quarterly thereafter.