0000950142-15-002586.txt : 20151210
0000950142-15-002586.hdr.sgml : 20151210
20151210203455
ACCESSION NUMBER: 0000950142-15-002586
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151208
FILED AS OF DATE: 20151210
DATE AS OF CHANGE: 20151210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DHI GROUP, INC.
CENTRAL INDEX KEY: 0001393883
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 203179218
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1040 AVENUE OF THE AMERICAS, 8TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10018
BUSINESS PHONE: 212-725-6550
MAIL ADDRESS:
STREET 1: 1040 AVENUE OF THE AMERICAS, 8TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10018
FORMER COMPANY:
FORMER CONFORMED NAME: DICE HOLDINGS, INC.
DATE OF NAME CHANGE: 20070321
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QUADRANGLE CAPITAL PARTNERS II-A L P
CENTRAL INDEX KEY: 0001352013
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33584
FILM NUMBER: 151282000
BUSINESS ADDRESS:
STREET 1: 375 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212-418-1700
MAIL ADDRESS:
STREET 1: 375 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Quadrangle Select Partners II L P
CENTRAL INDEX KEY: 0001323256
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33584
FILM NUMBER: 151282001
BUSINESS ADDRESS:
STREET 1: 375 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212-418-1700
MAIL ADDRESS:
STREET 1: 375 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Quadrangle Capital Partners II L P
CENTRAL INDEX KEY: 0001323257
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33584
FILM NUMBER: 151282002
BUSINESS ADDRESS:
STREET 1: 375 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212-418-1700
MAIL ADDRESS:
STREET 1: 375 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Quadrangle GP Investors II LP
CENTRAL INDEX KEY: 0001406272
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33584
FILM NUMBER: 151282003
BUSINESS ADDRESS:
STREET 1: C/O QUADRANGLE GROUP LLC
STREET 2: 375 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212-418-1700
MAIL ADDRESS:
STREET 1: C/O QUADRANGLE GROUP LLC
STREET 2: 375 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QCP GP Investors II LLC
CENTRAL INDEX KEY: 0001406273
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33584
FILM NUMBER: 151282004
BUSINESS ADDRESS:
STREET 1: C/O QUADRANGLE GROUP LLC
STREET 2: 1065 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10018
BUSINESS PHONE: 212-418-1700
MAIL ADDRESS:
STREET 1: C/O QUADRANGLE GROUP LLC
STREET 2: 1065 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10018
4
1
es1501429_4-qcp.xml
OWNERSHIP DOCUMENT
X0306
4
2015-12-08
1
0001393883
DHI GROUP, INC.
DHX
0001406273
QCP GP Investors II LLC
1065 AVENUE OF THE AMERICAS
NEW YORK
NY
10018
0
0
0
1
See remarks.
0001406272
Quadrangle GP Investors II LP
1065 AVENUE OF THE AMERICAS
NEW YORK
NY
10018
0
0
0
1
See remarks.
0001323257
Quadrangle Capital Partners II L P
1065 AVENUE OF THE AMERICAS
NEW YORK
NY
10018
0
0
0
1
See remarks.
0001323256
Quadrangle Select Partners II L P
1065 AVENUE OF THE AMERICAS
NEW YORK
NY
10018
0
0
0
1
See remarks.
0001352013
QUADRANGLE CAPITAL PARTNERS II-A L P
1065 AVENUE OF THE AMERICAS
NEW YORK
NY
10018
0
0
0
1
See remarks.
Common Stock, par value $0.01
2015-12-08
4
J
0
2500000
0
D
2483661
I
See Footnotes
Effective December 8, 2015, Quadrangle Capital Partners II LP ("QCP II") distributed-in-kind, without consideration, 2,195,616 shares of Common Stock pro rata to its general and limited partners, Quadrangle Select Partners II LP ("Quadrangle Select II") distributed-in-kind, without consideration, 58,319 shares of Common Stock pro rata to its general and limited partners and Quadrangle Capital Partners II-A LP ("QCP II-A") distributed-in-kind, without consideration, 246,065 shares of Common Stock pro rata to its general and limited partners. (cont'd in FN 2)
(cont'd from FN 1) The shares received in these distributions by Quadrangle GP Investors II LP ("QCP GP II LP"), the general partner of each of QCP II, Quadrangle Select II and QCP II-A, were distributed-in-kind, without consideration, pro rata to its limited partners and to QCP GP Investors II LLC ("QCP GP II LLC"), its general partner, which in turn distributed the shares it received to its members. Following the distributions-in-kind, QCP II, Quadrangle Select II and QCP II-A directly owned 2,181,267, 57,937 and 244,457 shares of Common Stock, respectively, reported as beneficially owned in the above table. QCP GP II LLC is the general partner of QCP GP II LP, which is the general partner of QCP II, Quadrangle Select II and QCP II-A.
Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
Prior to the distributions-in-kind by the Reporting Persons, as described above, the Reporting Persons had the right to designate a director to the board of directors of the Issuer pursuant to the Institutional and Management Shareholders Agreement, dated as of July 23, 2007, among the Issuer and certain shareholders named therein (the "Shareholders Agreement"). As a result of the distributions-in-kind, the Quadrangle Entities' (as defined in the Shareholders Agreement) aggregate ownership of the Common Stock was less than 5% of the total issued and outstanding Common Stock, and the Reporting Persons were no longer entitled to designate a director. Accordingly, for purposes of Section 16 of the Act, the Reporting Persons may no longer be deemed to be directors by deputization by virtue of their right to designate a director to the board of directors of the Issuer.
/s/ Michael Huber
2015-12-10
/s/ Michael Huber
2015-12-10
/s/ Michael Huber
2015-12-10
/s/ Michael Huber
2015-12-10
/s/ Michael Huber
2015-12-10