DHI GROUP, INC. — Director's Dealing 2021

Feb 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2021-02-03

Reporting Person: CAMPBELL BRIAN P (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-03	Common Stock	A	47177	—	Acquired	458805	Direct
2021-02-03	Common Stock	F	16932	$2.45	Disposed	441873	Direct

Footnotes

F1: Represents the number of shares of DHI common stock underlying performance stock units (PSUs) granted in 2020 that have been earned based on the level of performance achieved. Each earned PSU represents a contingent right to receive one share of DHI common stock upon vesting. One-third of the earned PSUs will vest on each of February 3, 2021, February 3, 2022 and February 2, 2024, subject to continued employment through each such vesting date.

F2: Reflects the withholding of shares by the Issuer to satisfy tax obligations.