DHI Group Inc.

01/27/2022 | Press release | Distributed by Public on 01/27/2022 20:08

Statement of Changes in Beneficial Ownership (Form 4)

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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
ZEILE ART
2. Issuer Name and Ticker or Trading Symbol
DHI GROUP, INC. [DHX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
President & CEO /
(Last) (First) (Middle)
C/O DHI GROUP, INC. , 6465 SOUTH GREENWOOD PLAZA, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
CENTENNIAL CO 80111
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ZEILE ART
C/O DHI GROUP, INC.
6465 SOUTH GREENWOOD PLAZA, SUITE 400
CENTENNIAL, CO80111
X
President & CEO

Signatures

/s/ Brian P. Campbell, as Attorney-in-Fact 2022-01-27
**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) Represents the number of shares of DHI common stock underlying performance stock units (PSUs) granted in 2021 that have been earned based on the level of performance achieved. Each earned PSU represents a contingent right to receive one share of DHI common stock upon vesting. One-third of the earned PSUs vested on January 26, 2022, and one-third of the earned PSUs will vest on January 26, 2023 and January 26, 2024, subject to continued employment through each such vesting date.
(2) Represents a grant of restricted stock that will vest according to the following schedule: 1/3 on January 25, 2023, 1/3 on January 25, 2024 and 1/3 on January 25, 2025.
(3) Reflects the withholding of shares by the Issuer to satisfy tax obligations.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.