DHI GROUP, INC. — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2014-01-22

Reporting Person: Bilash Pamela (Senior VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-22	Common Stock	A	15000	—	Acquired	15000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-22	Employee Stock Option (Right to Buy)	$7.56	A	30000	Acquired	2021-01-22	Common Stock (30000)	Direct

Footnotes

F1: Represents a grant of restricted stock that will vest according to the following schedule: 25% on January 22, 2015, 25% on January 22, 2016, 25% on January 22, 2017 and 25% on January 22, 2018. There is no expiration date.

F2: 25% of these stock options will vest on January 22, 2015, and each 6 1/4% will vest quarterly thereafter.