SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LESSER EVAN

(Last)

(First)

(Middle)

C/O DHI GROUP, INC.

6465 SOUTH GREENWOOD PLAZA, SUITE 400

(Street)

CENTENNIAL

80111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2023

3. Issuer Name and Ticker or Trading Symbol
DHI GROUP, INC. [ DHX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of ClearanceJobs

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	297,536⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Includes 56,668 unvested shares of restricted stock. The unvested shares of restricted stock vest as follows: 6,667 shares of restricted stock vests on January 25, 2024, 13,334 shares of restricted stock vests on January 26, 2024, 10,000 shares of restricted stock vests on February 3, 2024, 6,667 shares of restricted stock vests on January 25, 2025, 10,000 shares of restricted stock vests on February 3, 2025, and 10,000 shares of restricted stock vests on February 3, 2026. In each case, the future vesting of shares of restricted stock are contingent upon the reporting person remaining in continuous service with the issuer as of each vesting date.

2. Includes 51,194 shares of the issuer's common stock underlying performance-based restricted stock units ("PSUs") that have been earned based on the level of performance achieved, as certified by the issuer's compensation committee. The earned PSUs vest as follows: 12,263 shares of performance-based restricted stock units vests on January 25, 2024, 26,668 shares of performance-based restricted stock units vests on January 26, 2024, and 12,263 shares of performance-based restricted stock units vests on January 25, 2025. In each case, the future vesting of performance-based restricted stock units are contingent upon the reporting person remaining in continuous service with the issuer as of each vesting date.

Remarks:

	/s/ E. Jack Connolly, Attorney-in-Fact	11/02/2023
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.