DHI GROUP, INC. — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2016-03-02

Reporting Person: Benson John (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common Stock	M	65000	$4.19	Acquired	256812	Direct
2016-03-03	Common Stock	A	5000	—	Acquired	261812	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-02	Employee Stock Option (Right to Buy)	$4.19	M	65000	Disposed	2016-11-01	Common Stock (65000)	Direct

Footnotes

F1: Represents Common Stock awarded as the result of a one-third vesting of performance-based restricted stock units granted on March 3, 2015.

F2: This grant of employee stock options has fully vested and is currently exercisable.