DHI GROUP, INC. — Director's Dealing 2015

Oct 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2015-10-28

Reporting Person: Goli Shravan (Dice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-28	Common Stock	M	14000	$7.13	Acquired	197750	Direct
2015-10-28	Common Stock	S	14000	$8.3008	Disposed	183750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-28	Employee Stock Option (Right to Buy)	$7.13	M	14000	Disposed	2021-02-19	Common Stock (14000)	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 $8.25 to $8.39. 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: This grant (initially consisting of 90,000 employee stock options) was granted on February 19, 2014 and has a vesting schedule of four years, with the first 25% of the grant vesting on the first anniversary of the date of grant and 6.25% vesting quarterly thereafter.