Edgar Filing: DICE HOLDINGS, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

QCP GP Investors II LLC

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

375 PARK AVENUE 14TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2008

(Street)

NEW YORK, NY 10152

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	03/14/2008		J⁽¹⁾		836,232	A	$ 6.2624	21,923,168 ⁽²⁾	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Common Stock, par value $0.01	03/14/2008		J⁽³⁾		719,887	A	$ 6.424	22,643,055 ⁽⁴⁾	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Postpaid Forward Contract

⁽¹⁾

03/14/2008

J⁽¹⁾

836,232

⁽¹⁾

Common Stock, par value $0.01

836,232

⁽¹⁾

719,887

See Footnote ⁽⁵⁾

Postpaid Forward Contract

⁽³⁾

03/14/2008

J⁽³⁾

719,887

⁽³⁾

Common Stock, par value $0.01

719,887

⁽³⁾

See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
QCP GP Investors II LLC 375 PARK AVENUE 14TH FLOOR NEW YORK, NY 10152		X
Quadrangle GP Investors II LP 375 PARK AVENUE 14TH FLOOR NEW YORK, NY 10152		X
Quadrangle Capital Partners II L P 375 PARK AVENUE 14TH FLOOR NEW YORK, NY 10152		X
Quadrangle Select Partners II L P 375 PARK AVENUE 14TH FLOOR NEW YORK, NY 10152		X
QUADRANGLE CAPITAL PARTNERS II-A L P 375 PARK AVENUE 14TH FLOOR NEW YORK, NY 10152		X

Signatures

/s/ Peter Ezersky, Managing Member		03/18/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	On March 14, 2008 Quadrangle Capital Partners II LP exercised its rights under a Postpaid Cash-Settleable Forward Contract entered into on February 22, 2008 with Morgan Stanley & Co. International plc ("MSI") and purchased 836,232 shares of Common Stock, par value $0.01, of Dice Holdings, Inc. ("Shares") at a price of $6.2624 per share from MSI.
(2)	Includes 42,755 Shares held by Quadrangle GP Investors II LP, 19,002,771 Shares held by Quadrangle Capital Partners II LP, 527,611 Shares held by Quadrangle Select Partners II LP and 2,350,031 Shares held by Quadrangle Capital Partners II-A LP.
(3)	On March 14, 2008 Quadrangle Capital Partners II LP exercised its rights under a Postpaid Cash-Settleable Forward Contract entered into on February 22, 2008 with MSI and purchased 719,887 Shares at a price of $6.4240 per share from MSI.
(4)	Includes 42,755 Shares held by Quadrangle GP Investors II LP, 19,722,658 Shares held by Quadrangle Capital Partners II LP, 527,611 Shares held by Quadrangle Select Partners II LP and 2,350,031 Shares held by Quadrangle Capital Partners II-A LP.
(5)	QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of each of Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein on Table I, except to the extent of each of their pecuniary interest therein.

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