DHI GROUP, INC. — Director's Dealing 2015

Feb 17, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2014-12-31

Reporting Person: MELLAND SCOT W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-23	Common Stock	F	2837	$7.00	Disposed	273652	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-31	Employee Stock Option (Right to Buy)	$9.82	D	150000	Disposed	2020-02-20	Common Stock (150000)	Direct
2014-03-31	Employee Stock Option (Right to Buy)	$14.50	D	17500	Disposed	2018-03-03	Common Stock (17500)	Direct
2014-03-31	Employee Stock Option (Right to Buy)	$8.97	D	63750	Disposed	2019-02-27	Common Stock (63750)	Direct

Footnotes

F1: This transaction represents the forfeiture of stock options by Mr. Melland pursuant to the terms of the Separation Agreement and General Release of All Claims dated July 29, 2013, between Mr. Melland, Dice Holdings, Inc. and Dice, Inc.

F2: These options were granted on February 20, 2013 and have a vesting schedule of four years, with the first 25% vesting on the first anniversary of the date of grant and 6.25% vesting quarterly thereafter.

F3: These options were granted on March 3, 2011 and have a vesting schedule of four years, with the first 25% vesting on the first anniversary of the date of grant and 6.25% vesting quarterly thereafter.

F4: These options were granted on February 27, 2012 and had a vesting schedule of four years, with the first 25% vesting on the first anniversary of the date of grant and 6.25% vesting quarterly thereafter.