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DHI GROUP, INC. Director's Dealing 2015

Jul 6, 2015

33977_dirs_2015-07-06_244296cb-c561-4d21-967d-240bde9a7b0a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2015-07-01

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-07-01 Common Stock M 32024 $0.20 Acquired 611085 Direct
2015-07-01 Common Stock S 32024 $8.6491 Disposed 579061 Direct
2015-07-02 Common Stock M 7200 $0.20 Acquired 586261 Direct
2015-07-02 Common Stock M 7284 $1.98 Acquired 593545 Direct
2015-07-02 Common Stock S 14484 $8.5317 Disposed 579061 Direct
2015-07-06 Common Stock M 11842 $1.98 Acquired 590903 Direct
2015-07-06 Common Stock S 11842 $8.5137 Disposed 579061 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-07-01 Employee Stock Option (Right to Buy) $0.20 M 32024 Disposed 2015-08-31 Common Stock (32024) Direct
2015-07-02 Employee Stock Option (Right to Buy) $0.20 M 7200 Disposed 2015-08-31 Common Stock (7200) Direct
2015-07-02 Employee Stock Option (Right to Buy) $1.98 M 7284 Disposed 2015-08-31 Common Stock (7284) Direct
2015-07-06 Employee Stock Option (Right to Buy) $1.98 M 11842 Disposed 2015-08-31 Common Stock (11842) 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 $8.57 to $8.96. 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 $8.50 to $8.68.
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: The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $8.50 to $8.58. 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.

F5: This grant of employee stock options has fully vested and is currently exercisable.