DHI GROUP, INC. — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2014-02-19

Reporting Person: Goli Shravan (Dice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Common Stock	A	45000	—	Acquired	295000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	Employee Stock Option (Right to Buy)	$7.13	A	90000	Acquired	2021-02-19	Common Stock (90000)	Direct

Footnotes

F1: Represents a grant of restricted stock that will vest according to the following schedule: 25% on February 19, 2015, 25% on February 19, 2016, 25% on February 19, 2017 and 25% on February 19, 2018. This grant of restricted stock has no expiration date.

F2: 25% of these stock options will vest on February 19, 2015, and each remaining 6-1/4% will vest quarterly thereafter.