DHI GROUP, INC. — Director's Dealing 2015

Dec 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2015-12-08

Reporting Person: QCP GP Investors II LLC (See remarks.)
Reporting Person: Quadrangle GP Investors II LP (See remarks.)
Reporting Person: Quadrangle Capital Partners II L P (See remarks.)
Reporting Person: Quadrangle Select Partners II L P (See remarks.)
Reporting Person: QUADRANGLE CAPITAL PARTNERS II-A L P (See remarks.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-08	Common Stock, par value $0.01	J	2500000	—	Disposed	2483661	Indirect

Footnotes

F1: Effective December 8, 2015, Quadrangle Capital Partners II LP ("QCP II") distributed-in-kind, without consideration, 2,195,616 shares of Common Stock pro rata to its general and limited partners, Quadrangle Select Partners II LP ("Quadrangle Select II") distributed-in-kind, without consideration, 58,319 shares of Common Stock pro rata to its general and limited partners and Quadrangle Capital Partners II-A LP ("QCP II-A") distributed-in-kind, without consideration, 246,065 shares of Common Stock pro rata to its general and limited partners. (cont'd in FN 2)

F2: (cont'd from FN 1) The shares received in these distributions by Quadrangle GP Investors II LP ("QCP GP II LP"), the general partner of each of QCP II, Quadrangle Select II and QCP II-A, were distributed-in-kind, without consideration, pro rata to its limited partners and to QCP GP Investors II LLC ("QCP GP II LLC"), its general partner, which in turn distributed the shares it received to its members. Following the distributions-in-kind, QCP II, Quadrangle Select II and QCP II-A directly owned 2,181,267, 57,937 and 244,457 shares of Common Stock, respectively, reported as beneficially owned in the above table. QCP GP II LLC is the general partner of QCP GP II LP, which is the general partner of QCP II, Quadrangle Select II and QCP II-A.

F3: Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.