DHI GROUP, INC. — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2012-02-22

Reporting Person: Melrose Constance (VP Treas. & MD of eFinCareers, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	43	$6.65	Acquired	27256	Direct
2012-02-22	Common Stock	S	43	$9.0000	Disposed	27213	Direct
2012-02-23	Common Stock	M	4957	$6.65	Acquired	32170	Direct
2012-02-23	Common Stock	S	4957	$9.0403	Disposed	27213	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Employee Stock Option (Right to Buy)	$6.65	M	43	Disposed	2015-02-12	Common Stock (43)	Direct
2012-02-23	Employee Stock Option (Right to Buy)	$6.65	M	4957	Disposed	2015-02-12	Common Stock (4957)	Direct

Footnotes

F1: These shares were sold pursuant to a Rule 10b5-1(c) sales plan dated December 16, 2010.

F2: The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $9.00 to $9.0501. Upon request of the SEC staff, Dice Holdings, Inc. (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.

F3: All of these options were vested and exercisable as of November 12, 2010.

F4: 1,707 of these options were vested and exercisable as of November 12, 2010, and 3,250 of these options were vested and exercisable as of February 12, 2011.