DHI GROUP, INC. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2016-01-04

Reporting Person: Benson John (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Common Stock	M	12000	$4.19	Acquired	188812	Direct
2016-01-04	Common Stock	S	12000	$8.8577	Disposed	176812	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Employee Stock Option (Right to Buy)	$4.19	M	12000	Disposed	2016-11-01	Common Stock (12000)	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 $8.78 to $8.99. 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