DHI GROUP, INC. — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2012-12-20

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
2012-12-20	Common Stock, par value $0.01	J	31474	$9.03	Disposed	8683661	Indirect

Footnotes

F1: On December 20, 2012 Quadrangle GP Investors II LP transferred 31,474 shares of Common Stock to 2000 LTT Asset Corp. Following this transaction Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP, Quadrangle Capital Partners II-A LP and Quadrangle GP Investors II LP directly owned respectively 7,577,911, 202,724, 902,946 and 0 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 Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP. Each of the Reporting Persons disclaims beneficial ownership of the shares 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.