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^*

Bennett James Edward

(Last)

(First)

(Middle)

C/O DICE HOLDINGS, INC.

1040 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2012

3. Issuer Name and Ticker or Trading Symbol
DICE HOLDINGS, INC. [ DHX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Global MD eFinancialCareers

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⁽¹⁾	5,960	D
Common Stock⁽²⁾	27,000	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)
Employee Stock Option (Right to Buy)	⁽³⁾	11/01/2016	Common Stock	90,000	$4.19	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/12/2015	Common Stock	80,000	$6.65	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/09/2016	Common Stock	40,000	$2.88	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	07/13/2016	Common Stock	22,500	$4.03	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	02/10/2017	Common Stock	56,000	$6.08	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	03/03/2018	Common Stock	20,000	$14.5	D

Explanation of Responses:

1. Represents a grant of restricted stock. The restricted stock vests over four years, with 25% having already vested on each of February 10, 2011 and February 10, 2012, and with 25% vesting on each of February 10, 2013 and February 10, 2014. 2,040 shares of the already vested restricted stock were previously disposed of incident to such vesting.

2. Represents a grant of restricted stock. The restricted stock vests over four years, with 25% vesting on each of March 3, 2012, March 3, 2013, March 3, 2014 and March 3, 2015.

3. The options vested over four years, with the first 25% vesting on the first anniversary of the date of grant (November 1, 2007) and 6.25% vesting quarterly thereafter.

4. The options vested over four years, with the first 25% vesting on the first anniversary of the date of grant (February 12, 2009) and 6.25% vesting quarterly thereafter.

5. The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (February 9, 2010) and 6.25% vesting quarterly thereafter.

6. The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (July 13, 2010) and 6.25% vesting quarterly thereafter.

7. The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (February 10, 2011) and 6.25% vesting quarterly thereafter.

8. The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (March 3, 2012) and 6.25% vesting quarterly thereafter.

	/s/ James Edward Bennett	03/06/2012
	** 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.