DHI GROUP, INC. — Director's Dealing 2016

Jul 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2016-07-20

Reporting Person: Benson John (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-20	Common Stock	M	33591	$6.08	Acquired	237970	Direct
2016-07-20	Common Stock	S	33591	$6.8392	Disposed	204379	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-20	Employee Stock Option (Right to Buy)	$6.08	M	33591	Disposed	2017-02-10	Common Stock (33591)	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 $6.80 to $6.90. 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: This grant of employee stock options has fully vested and is currently exercisable.