DHI GROUP, INC. — Director's Dealing 2015

Jun 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2015-06-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Common Stock	M	39224	$0.20	Acquired	589529	Direct
2015-06-01	Common Stock	S	39224	$8.53	Disposed	550305	Direct
2015-06-02	Common Stock	M	46784	$1.98	Acquired	597089	Direct
2015-06-02	Common Stock	S	46784	$8.72	Disposed	550305	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-01	Employee Stock Option (Right to Buy)	$0.20	M	39224	Disposed	2015-08-31	Common Stock (39224)	Direct
2015-06-02	Employee Stock Option (Right to Buy)	$1.98	M	46784	Disposed	2015-08-31	Common Stock (46784)	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 $8.50 to $8.585. 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 $8.795. Upon request of the staff of 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.