DHI GROUP, INC. — Director's Dealing 2015

Nov 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2015-11-12

Reporting Person: EZERSKY PETER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-12	Common Stock, par value $0.01	J	27801	—	Acquired	27801	Direct
2015-11-12	Common Stock, par value $0.01	J	10883	—	Acquired	10883	Indirect

Footnotes

F1: On November 12, 2015: (i) Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP made in-kind distributions of shares of common stock, par value $0.01 per share (the "Common Stock"), of DHI Group, Inc. to their limited partners and their general partner, Quadrangle GP Investors II LP (the "General Partner"), (ii) the General Partner made in-kind distributions of the Common Stock to its limited partners and its general partner, QCP GP Investors II LLC (the "Ultimate General Partner") and (iii) the Ultimate General Partner made in-kind distributions of the Common Stock to its members, including the reporting person (collectively, the "Distributions").

F2: Of the shares of Common Stock distributed in the Distributions, 10,883 shares (which are separate and distinct from the 27,801 shares reported on the previous line) were distributed to an irrevocable trust for the benefit of the reporting person's two children. The reporting person is the settlor and trustee of the trust. The reporting person disclaims beneficial ownership of the Common Stock distributed to the trust except to the extent of any pecuniary interest of the reporting person therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.