SEC FORM 4

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^*

GAPCO MANAGEMENT GMBH

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(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)
11/11/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/11/2013		S		618,891	D	$7.5	4,889,564	D⁽¹⁾⁽⁹⁾
Common Stock	11/11/2013		S		58,783	D	$7.5	464,413	D⁽²⁾⁽⁹⁾
Common Stock	11/11/2013		S		200,561	D	$7.5	1,584,540	D⁽³⁾⁽⁹⁾
Common Stock	11/11/2013		S		16,734	D	$7.5	132,205	D⁽⁴⁾⁽⁹⁾
Common Stock	11/11/2013		S		1,516	D	$7.5	11,982	D⁽⁵⁾⁽⁹⁾
Common Stock	11/11/2013		S		129	D	$7.5	1,016	D⁽⁶⁾⁽⁹⁾
Common Stock	11/11/2013		S		52,307	D	$7.5	413,256	D⁽⁷⁾⁽⁹⁾
Common Stock	11/11/2013		S		12,126	D	$7.5	95,802	D⁽⁸⁾⁽⁹⁾
Common Stock	11/12/2013		S	V	411,470	D	$7.47⁽¹⁰⁾	4,478,094	D⁽¹⁾⁽⁹⁾
Common Stock	11/12/2013		S	V	39,081	D	$7.47⁽¹⁰⁾	425,332	D⁽²⁾⁽⁹⁾
Common Stock	11/12/2013		S	V	133,344	D	$7.47⁽¹⁰⁾	1,451,196	D⁽³⁾⁽⁹⁾
Common Stock	11/12/2013		S	V	11,125	D	$7.47⁽¹⁰⁾	121,080	D⁽⁴⁾⁽⁹⁾
Common Stock	11/12/2013		S	V	1,009	D	$7.47⁽¹⁰⁾	10,973	D⁽⁵⁾⁽⁹⁾
Common Stock	11/12/2013		S	V	85	D	$7.47⁽¹⁰⁾	931	D⁽⁶⁾⁽⁹⁾
Common Stock	11/12/2013		S	V	34,777	D	$7.47⁽¹⁰⁾	378,479	D⁽⁷⁾⁽⁹⁾
Common Stock	11/12/2013		S	V	8,062	D	$7.47⁽¹⁰⁾	87,740	D⁽⁸⁾⁽⁹⁾
Common Stock	11/13/2013		S	V	547,380	D	$7.45	3,930,714	D⁽¹⁾⁽⁹⁾
Common Stock	11/13/2013		S	V	51,991	D	$7.45	373,341	D⁽²⁾⁽⁹⁾
Common Stock	11/13/2013		S	V	177,386	D	$7.45	1,273,810	D⁽³⁾⁽⁹⁾
Common Stock	11/13/2013		S	V	14,800	D	$7.45	106,280	D⁽⁴⁾⁽⁹⁾
Common Stock	11/13/2013		S	V	1,341	D	$7.45	9,632	D⁽⁵⁾⁽⁹⁾
Common Stock	11/13/2013		S	V	114	D	$7.45	817	D⁽⁶⁾⁽⁹⁾
Common Stock	11/13/2013		S	V	46,263	D	$7.45	332,216	D⁽⁷⁾⁽⁹⁾
Common Stock	11/13/2013		S	V	10,725	D	$7.45	77,015	D⁽⁸⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. By General Atlantic Partners 79, L.P. ("GAP 79").

2. By General Atlantic Partners 84, L.P. ("GAP 84").

3. By GAP-W Holdings, L.P. ("GAP W").

4. By GapStar, LLC ("GapStar").

5. GAPCO GmbH & Co. KG ("KG").

6. By GAP Coinvestments CDA, L.P. ("GAPCO CDA").

7. By GAP Coinvestments III, LLC ("GAPCO III").

8. By GAP Coinvestments IV, LLC ("GAPCO IV").

9. General Atlantic, LLC ("GA LLC") is the general partner of General Atlantic GenPar, L.P. ("GA GenPar"), GAP 79 and GAPCO CDA and is also the managing member of GAPCO III and GAPCO IV. GA GenPar is the general partner of GAP 84 and GAP W. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. The officers of GapStar are managing directors of GA LLC. Certain managing directors of GA LLC make investment decisions for GmbH Management, which may be deemed to beneficially own the shares of common stock directly held by KG.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.46 to $7.50, per share inclusive. The reporting persons undertake to provide to Dice Holdings, Inc., any security holder of Dice Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth this Form 4.

Remarks:

Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each 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 persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is filed by GmbH Management. An accompanying filing is filed, on the date hereof, by GA LLC, GAP 79, GAP 84, GAP-W, GapStar, KG, GAPCO CDA, GAPCO III, GAPCO IV and GA GenPar. The two filings relate to the same transactions described above.

	/s/ Thomas J. Murphy	11/13/2013
	** 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).
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