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