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 ^*

GENERAL ATLANTIC 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)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC, 3 PICKWICK PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2008

(Street)

GREENWICH, CT 06830

4. If Amendment, Date 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

(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	02/19/2008		P		742,851	A	$ 6.3	20,231,275 ⁽¹⁾	I	See footnote ⁽²⁾
Common Stock	02/19/2008		P		203,384	A	$ 6.3	20,231,275 ⁽¹⁾	I	See footnote ⁽³⁾
Common Stock	02/19/2008		P		2,500	A	$ 6.3	20,231,275 ⁽¹⁾	I	See footnote ⁽⁴⁾
Common Stock	02/19/2008		P		1,625	A	$ 6.3	20,231,275 ⁽¹⁾	I	See footnote ⁽⁵⁾
Common Stock	02/21/2008		P		230,930	A	$ 6.3	20,526,713	I	See footnote ⁽²⁾
Common Stock	02/21/2008		P		63,226	A	$ 6.3	20,526,713	I	See footnote ⁽³⁾
Common Stock	02/21/2008		P		777	A	$ 6.3	20,526,713	I	See footnote ⁽⁴⁾
Common Stock	02/21/2008		P		505	A	$ 6.3	20,526,713	I	See footnote ⁽⁵⁾
Common Stock	02/21/2008		P		408,568	A	$ 6.55	21,049,411 ⁽⁶⁾	I	See footnote ⁽²⁾
Common Stock	02/21/2008		P		111,861	A	$ 6.55	21,049,411 ⁽⁶⁾	I	See footnote ⁽³⁾
Common Stock	02/21/2008		P		1,375	A	$ 6.55	21,049,411 ⁽⁶⁾	I	See footnote ⁽⁴⁾
Common Stock	02/21/2008		P		894	A	$ 6.55	21,049,411 ⁽⁶⁾	I	See footnote ⁽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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GENERAL ATLANTIC LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See Remarks

Signatures

/s/ Andrew C. Pearson, Managing Director		02/21/2008
^**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)	Represents (i) 14,554,051 shares owned by General Atlantic Partners 79, L.P. ("GAP 79"); (ii) 742,851 shares owned by General Atlantic Partners 84, L.P. ("GAP 84"); (iii) 4,541,383 shares owned by GAP-W Holdings, L.P. ("GAP-W"); (iv) 391,365 shares owned by GapStar, LLC ("GapStar"); and (v) 1,625 shares owned by GAP Coinvestments CDA, L.P. ("CDA") as of February 19, 2008. The reporting person is the general partner of each of GAP 79, GAP 84, GAP-W and CDA and the sole member of GapStar.
(2)	By GAP 84, of which the reporting person is the general partner.
(3)	By GAP-W, of which the reporting person is the general partner.
(4)	By GapStar, of which the reporting person is the sole member.
(5)	By CDA, of which the reporting person is the general partner.
(6)	Represents (i) 14,554,051 shares owned by GAP 79; (ii) 1,382,349 shares owned by GAP 84; (iii) 4,716,470 shares owned by GAP-W; (iv) 393,517 shares owned by GapStar and (v) 3,024 shares owned by CDA as of February 21, 2008.
Remarks: The reporting person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. 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.

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