DHI GROUP, INC. — Director's Dealing 2013

Feb 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2013-02-20

Reporting Person: CAMPBELL BRIAN P (VP, Business & Legal Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	A	15000	—	Acquired	64392	Direct
2013-02-20	Common Stock	M	1	$0.2	Acquired	64393	Direct
2013-02-20	Common Stock	S	1	$10	Disposed	64392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Employee Stock Option (Right to Buy)	$9.82	A	30000	Acquired	2020-02-20	Common Stock (30000)	Direct
2013-02-20	Employee Stock Option (Right to Buy)	$0.2	M	1	Disposed	2015-08-31	Common Stock (1)	Direct

Footnotes

F1: Represents a grant of restricted stock. The restricted stock vests over four years, with 25% vesting on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017.

F2: Share sold pursuant to a Rule 10b5-1(c) sales plan dated March 15, 2012.

F3: The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (February 20, 2014) and 6.25% vesting quarterly thereafter.

F4: These options were all vested and exercisable as of August 31, 2009.