DHI GROUP, INC. — Director's Dealing 2015

Apr 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2015-04-13

Reporting Person: Benson John (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-13	Common Stock	M	40000	$4.19	Acquired	404256	Direct
2015-04-13	Common Stock	S	40000	$9.06	Disposed	364256	Direct
2015-04-13	Common Stock	S	22469	$9.06	Disposed	341787	Direct
2015-04-14	Common Stock	S	13283	$9.08	Disposed	328504	Direct
2015-04-15	Common Stock	S	23604	$8.98	Disposed	304900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-13	Employee Stock Option (Right to Buy)	$4.19	M	40000	Disposed	2016-11-01	Common Stock (40000)	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 $8.96 to $9.10. Upon request of the staff of the Securities and Exchange Commission, Dice Holdings, 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 $9.01 to $9.09. 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 $9.02 to $9.11. 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 informaton regarding the number of shares sold at each separate price.

F5: The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $8.93 to $9.03. 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.

F6: This grant of employee stock options has fully vested and is currently exercisable.