DHI GROUP, INC. — Director's Dealing 2013

Mar 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2013-03-18

Reporting Person: Goli Shravan (Dice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-18	Restricted Stock	$0	A	250000	Acquired		Common Stock (250000)	Direct
2013-03-18	Employee Stock Option (Right to Buy)	$10.03	A	100000	Acquired	2020-03-18	Common Stock (100000)	Direct

Footnotes

F1: These restricted shares will vest according to the following schedule: 40% on March 14, 2014, 40% on March 14, 2015, 10% on March 14, 2016 and 10% on March 14, 2017.

F2: There is no expiration date.

F3: 25% of these stock options will vest on March 14, 2014, and each 6 1/4% will vest quarterly thereafter.