Ownership Submission
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, 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 *
  Benson John
2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2014
3. Issuer Name and Ticker or Trading Symbol
DICE HOLDINGS, INC. [DHX]
(Last)
(First)
(Middle)
C/O DICE HOLDINGS, INC., 1040 AVENUE OF THE AMERICAS, 8TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10018
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 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 414,256
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 02/19/2021 Common Stock 15,000 $ 7.13 D  
Employee Stock Option (Right to Buy)   (2) 02/27/2019 Common Stock 20,000 $ 8.97 D  
Employee Stock Option (Right to Buy)   (3) 03/03/2018 Common Stock 15,000 $ 14.5 D  
Employee Stock Option (Right to Buy)   (4) 02/10/2017 Common Stock 56,000 $ 6.08 D  
Employee Stock Option (Right to Buy)   (5) 02/12/2015 Common Stock 80,000 $ 6.65 D  
Employee Stock Option (Right to Buy)   (6) 11/01/2016 Common Stock 290,430 $ 4.19 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benson John
C/O DICE HOLDINGS, INC.
1040 AVENUE OF THE AMERICAS, 8TH FLOOR
NEW YORK, NY 10018
      Chief Strategy Officer  

Signatures

/s/ John Benson 07/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These options were granted on 02/19/2014 and vest quarterly.
(2) Previously reported on a Form 4 filed on 02/29/2012. The options vest over four years, with the first 25% having vested on the first anniversary of the date of grant (February 27, 2013) and 6.25% vesting quarterly thereafter.
(3) Previously reported on a Form 4 filed on 03/07/2011. The options vest over four years, with the first 25% having vested on the first anniversary of the date of grant (March 3, 2012) and 6.25% vesting quarterly thereafter.
(4) Previously reported on a Form 4 filed on 02/12/2010. The options vest over four years, with the first 25% having vested on the first anniversary of the date of grant (February 10, 2011) and 6.25% vesting quarterly thereafter.
(5) Previously reported on a Form 4 filed on 02/14/2008. The options vest over four years, with the first 25% having vested on the first anniversary of the date of grant (February 12, 2009) and 6.25% vesting quarterly thereafter.
(6) Previously reported on a Form 3 filed on 07/17/2007. The options vest over four years, with the first 25% having vested on the first anniversary of the date of grant (Novemer 1, 2006) and 6.25% vesting quarterly thereafter.
 
Remarks:
The Reporting Person was previously an executive officer of the Issuer but ceased to be in May, 2013. Effective June 23, 2014, the Reporting Person has again been appointed as an executive officer of the Issuer.

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