DHI GROUP, INC. — Director's Dealing 2016

Jul 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2016-07-15

Reporting Person: Benson John (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-15	Common Stock	M	4549	$4.19	Acquired	266361	Direct
2016-07-15	Common Stock	S	4549	$6.828	Disposed	261812	Direct
2016-07-18	Common Stock	M	4833	$4.19	Acquired	266645	Direct
2016-07-18	Common Stock	M	17109	$6.08	Acquired	283754	Direct
2016-07-18	Common Stock	S	21942	$6.8241	Disposed	261812	Direct
2016-07-19	Common Stock	M	5300	$6.08	Acquired	267112	Direct
2016-07-19	Common Stock	S	5300	$6.8033	Disposed	261812	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-15	Employee Stock Option (Right to Buy)	$4.19	M	4549	Disposed	2016-11-01	Common Stock (4549)	Direct
2016-07-18	Employee Stock Option (Right to Buy)	$4.19	M	4833	Disposed	2016-11-01	Common Stock (4833)	Direct
2016-07-18	Employee Stock Option (Right to Buy)	$6.08	M	17109	Disposed	2017-02-10	Common Stock (17109)	Direct
2016-07-19	Employee Stock Option (Right to Buy)	$6.08	M	5300	Disposed	2017-02-10	Common Stock (5300)	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 $6.88. 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 $6.80 to $6.87. 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 $6.80 to $6.84. 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 of employee stock options has fully vested and is currently exercisable.