DHI GROUP, INC. — Director's Dealing 2014

May 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2014-05-15

Reporting Person: MELLAND SCOT W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock	M	29900	$1.98	Acquired	294389	Direct
2014-05-15	Common Stock	S	29900	$6.9079	Disposed	264489	Direct
2014-05-16	Common Stock	M	10100	$1.98	Acquired	274589	Direct
2014-05-16	Common Stock	S	10100	$6.9072	Disposed	264489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-15	Employee Stock Option (Right to Buy)	$1.98	M	29900	Disposed	2015-08-31	Common Stock (29900)	Direct
2014-05-16	Employee Stock Option (Right to Buy)	$1.98	M	10100	Disposed	2015-08-31	Common Stock (10100)	Direct

Footnotes

F1: These shares were sold pursuant to a Rule 10b5-1(c) sales plan dated May 8, 2013.

F2: The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $6.84 to $6.99. 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 $6.87 to $6.93. 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: This grant of employee stock options has fully vested and is currently exercisable.