-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V6AVHsqgHUHvwQ6Wfooec289keuWWawW/J63u1i2W1lqd2X1uXcP916hQvQUpPEV UER7oEudL3Lfo2cAE9Yl5A== 0000950142-07-001646.txt : 20070717 0000950142-07-001646.hdr.sgml : 20070717 20070717162025 ACCESSION NUMBER: 0000950142-07-001646 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070717 FILED AS OF DATE: 20070717 DATE AS OF CHANGE: 20070717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Melrose Constance CENTRAL INDEX KEY: 0001403274 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33584 FILM NUMBER: 07984311 BUSINESS ADDRESS: BUSINESS PHONE: 212-725-6550 MAIL ADDRESS: STREET 1: 3 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DICE HOLDINGS, 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: 3 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-725-6550 MAIL ADDRESS: STREET 1: 3 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 3 1 form3_melroseex.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP X0202 3 2007-07-17 0 0001393883 DICE HOLDINGS, INC. DHX 0001403274 Melrose Constance C/O DICE HOLDINGS, INC. 3 PARK AVENUE, 33RD FLOOR NEW YORK NY 10016 0 1 0 1 VP Treas. & Strategic Planning See Remarks Series A Convertible Preferred Stock Common Stock 11525 D Employee Common Stock Option (Right to Buy) 2.17 2015-11-07 Common Stock 145215 D Employee Common Stock Option (Right to Buy) 6.49 2017-01-31 Common Stock 11525 D Any holder of shares of Series A Convertible Preferred Stock has the right, at its option, at any time and from time to time, to convert such shares into common stock on a one-for-one basis. The holders of at least 66 2/3% of all outstanding shares of Series A Convertible Preferred Stock have the right, at any time, to require that all of the outstanding shares of Series A Convertible Preferred Stock be converted into shares of common stock on a one-for-one basis. There is no expiration on either the optional or mandatory conversion right The options vest over four years, with the first 25% vesting on the first anniversary of the vesting commencement date (August 31, 2005) and 6.25% vesting quarterly thereafter. The option exercise price with respect to 54,455 options was reduced to $1.98 (after giving effect to a stock split) to reflect a non-recurring dividend to preferred stockholders on October 27, 2006. On March 23, 2007, the option exercise price on 90,760 options which were then unvested (including 9,075 options which have since become vested and exerciseable) was reduced to $0.20 (after giving effect to a stock split) to reflect a payment received by each holder of vested options in lieu of a dividend. The options vest over four years, with the first 25% vesting on the first anniversary of the vesting commencement date (January 31, 2007) and 6.25% vesting quarterly thereafter. The reporting person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934 owning more than 10% of the common stock. The 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 person is a member of a group or the beneficial owner of any securities not directly owned by the reporting person. /s/ Constance Melrose 2007-07-17 EX-24 2 ex24-form3_melrose.txt EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW EVERYONE BY THESE PRESENTS, that I, Constance Melrose, hereby make, constitute and appoint each of Scot W. Melland, Michael P. Durney and Brian P. Campell, each with full power to act individually and with full power of substitution, my true and lawful agent and attorney-in-fact and confer upon each such agent and attorney-in-fact the power and authority, in my name, place and stead, in any way which I could do if personally present: (1) to execute for and on my behalf, in my capacity as an officer, director and/or stockholder of Dice Holdings, Inc., any and all forms and filings required pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including, without limitation, Forms 3, 4 and 5; (2) to do and perform any and all acts for and on my behalf (in any of the capacities described in paragraph (1) above) which may be necessary or desirable to complete and execute any such forms or filings and timely file such forms or filings with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) to execute and deliver on my behalf (in any of the capacities described in paragraph (1) above) any other forms, filings, consents, authorizations, certificates, instruments or other documents necessary or desirable to authorize, approve, effect, facilitate or consummate any of the transactions described above. IN WITNESS WHEREOF, I have hereunto set my hand on this 13th day of June, 2007. /s/ Constance Melrose ------------------------- Name: Constance Melrose -----END PRIVACY-ENHANCED MESSAGE-----