DHI GROUP, INC. — Director's Dealing 2014

Dec 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2014-12-08

Reporting Person: DURNEY MICHAEL P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock	M	29412	$6.65	Acquired	361353	Direct
2014-12-08	Common Stock	S	29412	$10.4465	Disposed	331941	Direct
2014-12-09	Common Stock	M	70588	$6.65	Acquired	402529	Direct
2014-12-09	Common Stock	S	70588	$10.438	Disposed	331941	Direct
2014-12-10	Common Stock	M	100000	$6.65	Acquired	431941	Direct
2014-12-10	Common Stock	S	83557	$10.2260	Disposed	348384	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-08	Employee Stock Option (Right to Buy)	$6.65	M	29412	Disposed	2015-02-12	Common Stock (29412)	Direct
2014-12-09	Employee Stock Option (Right to Buy)	$6.65	M	70588	Disposed	2015-02-12	Common Stock (70588)	Direct
2014-12-10	Employee Stock Option (Right to Buy)	$6.65	M	100000	Disposed	2015-02-12	Common Stock (100000)	Direct

Footnotes

F1: These shares were sold pursuant to a Rule 10b5-1(c) sales plan dated November 4, 2014.

F2: The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $10.30 to $10.57. Upon request of the staff of the Securities and Exchange Commission, 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: The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $10.09 to $10.49. Upon request of the staff of the Securities and Exchange Commission, 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.

F4: The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $10.08 to $10.52. Upon request of the staff of the Securities and Exchange Commission, 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.

F5: This grant of stock options is fully vested and is currently exercisable.