DHI GROUP, INC. — Director's Dealing 2016

Feb 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2016-02-05

Reporting Person: CAMPBELL BRIAN P (VP, Business & Legal Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-05	Common Stock	M	30000	$2.88	Acquired	108003	Direct
2016-02-05	Common Stock	S	18303	$8.2303	Disposed	89700	Direct
2016-02-05	Common Stock	M	30000	$2.88	Acquired	119700	Direct
2016-02-05	Common Stock	S	30000	$8.1016	Disposed	89700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-05	Employee Stock Option (Right to buy)	$2.88	M	30000	Disposed	2016-02-09	Common Stock (30000)	Direct
2016-02-05	Employee Stock Option (Right to buy)	$2.88	M	30000	Disposed	2016-02-09	Common Stock (30000)	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 $8.15 to $8.43. 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 $8.03 to $8.18. 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: This grant of employee stock options has fully vested and is currently exercisable.