DHI GROUP, INC. — Director's Dealing 2015

Dec 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2015-12-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-17	Common Stock	M	50000	$2.88	Acquired	675781	Direct
2015-12-17	Common Stock	S	33800	$8.9562	Disposed	641981	Direct
2015-12-17	Common Stock	M	50000	$2.88	Acquired	691981	Direct
2015-12-17	Common Stock	S	50000	$8.9406	Disposed	641981	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-17	Employee Stock Option (Right to Buy)	$2.88	M	50000	Disposed	2016-02-09	Common Stock (50000)	Direct
2015-12-17	Employee Stock Option (Right to Buy)	$2.88	M	50000	Disposed	2016-02-09	Common Stock (50000)	Direct

Footnotes

F1: These shares were sold pursuant to a Rule 10b5-1 trading plan.

F2: The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $8.84 to $9.10. Upon request of the staff of the Securities and Exchange Commission, DHI Group, 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 $8.85 to $9.10. 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.