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 ^*

GAPCO MANAGEMENT GMBH

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, 55 EAST 52ND STREET, 32ND FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2014

(Street)

NEW YORK, NY 10055

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	08/01/2014		S		64,397	D	$ 8.77	3,479,931	D ⁽¹⁾ ⁽⁹⁾
Common Stock	08/01/2014		S		6,117	D	$ 8.77	330,525	D ⁽²⁾ ⁽⁹⁾
Common Stock	08/01/2014		S		20,869	D	$ 8.77	1,127,727	D ⁽³⁾ ⁽⁹⁾
Common Stock	08/01/2014		S		1,741	D	$ 8.77	94,092	D ⁽⁴⁾ ⁽⁹⁾
Common Stock	08/01/2014		S		158	D	$ 8.77	8,527	D ⁽⁵⁾ ⁽⁹⁾
Common Stock	08/01/2014		S		13	D	$ 8.77	724	D ⁽⁶⁾ ⁽⁹⁾
Common Stock	08/01/2014		S		5,443	D	$ 8.77	294,116	D ⁽⁷⁾ ⁽⁹⁾
Common Stock	08/01/2014		S		1,262	D	$ 8.77	68,183	D ⁽⁸⁾ ⁽⁹⁾
Common Stock	08/04/2014		S	V	96,598	D	$ 8.69	3,383,333	D ⁽¹⁾ ⁽⁹⁾
Common Stock	08/04/2014		S	V	9,174	D	$ 8.69	321,351	D ⁽²⁾ ⁽⁹⁾
Common Stock	08/04/2014		S	V	31,304	D	$ 8.69	1,096,423	D ⁽³⁾ ⁽⁹⁾
Common Stock	08/04/2014		S	V	2,612	D	$ 8.69	91,480	D ⁽⁴⁾ ⁽⁹⁾
Common Stock	08/04/2014		S	V	236	D	$ 8.69	8,291	D ⁽⁵⁾ ⁽⁹⁾
Common Stock	08/04/2014		S	V	20	D	$ 8.69	704	D ⁽⁶⁾ ⁽⁹⁾
Common Stock	08/04/2014		S	V	8,164	D	$ 8.69	285,952	D ⁽⁷⁾ ⁽⁹⁾
Common Stock	08/04/2014		S	V	1,892	D	$ 8.69	66,291	D ⁽⁸⁾ ⁽⁹⁾
Common Stock	08/05/2014		S	V	51,887	D	$ 8.76	3,331,446	D ⁽¹⁾ ⁽⁹⁾
Common Stock	08/05/2014		S	V	4,929	D	$ 8.76	316,422	D ⁽²⁾ ⁽⁹⁾
Common Stock	08/05/2014		S	V	16,815	D	$ 8.76	1,079,608	D ⁽³⁾ ⁽⁹⁾
Common Stock	08/05/2014		S	V	1,403	D	$ 8.76	90,077	D ⁽⁴⁾ ⁽⁹⁾
Common Stock	08/05/2014		S	V	128	D	$ 8.76	8,163	D ⁽⁵⁾ ⁽⁹⁾
Common Stock	08/05/2014		S	V	11	D	$ 8.76	693	D ⁽⁶⁾ ⁽⁹⁾
Common Stock	08/05/2014		S	V	4,385	D	$ 8.76	281,567	D ⁽⁷⁾ ⁽⁹⁾
Common Stock	08/05/2014		S	V	1,017	D	$ 8.76	65,274	D ⁽⁸⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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
GAPCO MANAGEMENT GMBH C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks

Signatures

/s/ Thomas J. Murphy		08/05/2014
^**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)	By General Atlantic Partners 79, L.P. ("GAP 79").
(2)	By General Atlantic Partners 84, L.P. ("GAP 84").
(3)	By GAP-W Holdings, L.P. ("GAP W").
(4)	By GapStar, LLC ("GapStar").
(5)	GAPCO GmbH & Co. KG ("KG").
(6)	By GAP Coinvestments CDA, L.P. ("GAPCO CDA").
(7)	By GAP Coinvestments III, LLC ("GAPCO III").
(8)	By GAP Coinvestments IV, LLC ("GAPCO IV").
(9)	General Atlantic, LLC ("GA LLC") is the general partner of General Atlantic GenPar, L.P. ("GA GenPar"), GAP 79 and GAPCO CDA and is also the managing member of GAPCO III and GAPCO IV. GA GenPar is the general partner of GAP 84 and GAP W. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. The officers of GapStar are managing directors of GA LLC. Certain managing directors of GA LLC make investment decisions for GmbH Management, which may be deemed to beneficially own the shares of common stock directly held by KG.
Remarks: Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each 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 persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is filed by GmbH Management. An accompanying filing is filed, on the date hereof, by GA LLC, GAP 79, GAP 84, GAP-W, GapStar, KG, GAPCO CDA, GAPCO III, GAPCO IV and GA GenPar. The two filings relate to the same transactions described above.

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