SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GENERAL ATLANTIC LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DICE HOLDINGS, INC. [ DHX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/19/2008 P 742,851 A $6.3 20,231,275(1) I See footnote(2)
Common Stock 02/19/2008 P 203,384 A $6.3 20,231,275(1) I See footnote(3)
Common Stock 02/19/2008 P 2,500 A $6.3 20,231,275(1) I See footnote(4)
Common Stock 02/19/2008 P 1,625 A $6.3 20,231,275(1) I See footnote(5)
Common Stock 02/21/2008 P 230,930 A $6.3 20,526,713 I See footnote(2)
Common Stock 02/21/2008 P 63,226 A $6.3 20,526,713 I See footnote(3)
Common Stock 02/21/2008 P 777 A $6.3 20,526,713 I See footnote(4)
Common Stock 02/21/2008 P 505 A $6.3 20,526,713 I See footnote(5)
Common Stock 02/21/2008 P 408,568 A $6.55 21,049,411(6) I See footnote(2)
Common Stock 02/21/2008 P 111,861 A $6.55 21,049,411(6) I See footnote(3)
Common Stock 02/21/2008 P 1,375 A $6.55 21,049,411(6) I See footnote(4)
Common Stock 02/21/2008 P 894 A $6.55 21,049,411(6) I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents (i) 14,554,051 shares owned by General Atlantic Partners 79, L.P. ("GAP 79"); (ii) 742,851 shares owned by General Atlantic Partners 84, L.P. ("GAP 84"); (iii) 4,541,383 shares owned by GAP-W Holdings, L.P. ("GAP-W"); (iv) 391,365 shares owned by GapStar, LLC ("GapStar"); and (v) 1,625 shares owned by GAP Coinvestments CDA, L.P. ("CDA") as of February 19, 2008. The reporting person is the general partner of each of GAP 79, GAP 84, GAP-W and CDA and the sole member of GapStar.
2. By GAP 84, of which the reporting person is the general partner.
3. By GAP-W, of which the reporting person is the general partner.
4. By GapStar, of which the reporting person is the sole member.
5. By CDA, of which the reporting person is the general partner.
6. Represents (i) 14,554,051 shares owned by GAP 79; (ii) 1,382,349 shares owned by GAP 84; (iii) 4,716,470 shares owned by GAP-W; (iv) 393,517 shares owned by GapStar and (v) 3,024 shares owned by CDA as of February 21, 2008.
Remarks:
The reporting person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. The reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting person.
/s/ Andrew C. Pearson, Managing Director 02/21/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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