DHI GROUP, INC. — Director's Dealing 2016

Sep 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2016-09-02

Reporting Person: Goli Shravan (BrightMatter Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-02	Common Stock	M	5571	$7.13	Acquired	163019	Direct
2016-09-02	Common Stock	S	5571	$8.0035	Disposed	157448	Direct
2016-09-06	Common Stock	M	7375	$7.13	Acquired	164823	Direct
2016-09-06	Common Stock	S	7375	$8.0186	Disposed	157448	Direct
2016-09-07	Common Stock	M	3929	$7.13	Acquired	161377	Direct
2016-09-07	Common Stock	S	3929	$8.0001	Disposed	157448	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-02	Employee Stock Option (Right to Buy)	$7.13	M	5571	Disposed	2021-02-19	Common Stock (5571)	Direct
2016-09-06	Employee Stock Option (Right to Buy)	$7.13	M	7375	Disposed	2021-02-19	Common Stock (7375)	Direct
2016-09-07	Employee Stock Option (Right to Buy)	$7.13	M	3929	Disposed	2021-02-19	Common Stock (3929)	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 $8.00 to $8.03. 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 $8.00 to $8.05. 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 $8.00 to $8.005. 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 (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.