eh1200291_13ga4-dice.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
Dice Holdings, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
253017 10 7
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
  
o
Rule 13d-1(c)
  
x
Rule 13d-1(d)
  
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 

 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 2 of 15 Pages


 
1
NAME OF REPORTING PERSON
 
Scot W. Melland
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
3,090,027
(Includes options to purchase 2,843,277 shares of the issuer’s common stock that were vested and exercisable as of, or will become vested and exercisable within 60 days of, December 31, 2011)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
3,090,027
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,090,027
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 

 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 3 of 15 Pages


 
1
NAME OF REPORTING PERSON
 
Michael P. Durney
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,404,987
(Includes options to purchase 1,243,173 shares of the issuer’s common stock that were vested and exercisable as of, or will become vested and exercisable within 60 days of, December 31, 2011)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,404,987
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,404,987
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.1%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 

 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 4 of 15 Pages


 
1
NAME OF REPORTING PERSON
 
Thomas Silver
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
906,914
(Includes options to purchase 850,923 shares of the issuer’s common stock that were vested and exercisable as of, or will become vested and exercisable within 60 days of, December 31, 2011)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
906,914
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
906,914
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.4%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 

 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 5 of 15 Pages


 
1
NAME OF REPORTING PERSON
 
Constance Melrose
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
122,870
(Includes options to purchase 95,001 shares of the issuer’s common stock that were vested and exercisable as of, or will become vested and exercisable within 60 days of, December 31, 2011)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
122,870
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
122,870
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 

 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 6 of 15 Pages


 
1
NAME OF REPORTING PERSON
 
Brian P. Campbell
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
315,056
(Includes options to purchase 284,195 shares of the issuer’s common stock that were vested and exercisable as of, or will become vested and exercisable within 60 days of, December 31, 2011)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
315,056
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
315,056
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.5%
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 7 of 15 Pages


 
1
NAME OF REPORTING PERSON
 
Kent Thompson
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
130,361
(Includes options to purchase 111,128 shares of the issuer’s common stock that were vested and exercisable as of, or will become vested and exercisable within 60 days of, December 31, 2011)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
130,361
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
130,361
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 8 of 15 Pages


 
1
NAME OF REPORTING PERSON
 
Paul Melde
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
169,195
(Includes options to purchase 138,738 shares of the issuer’s common stock that were vested and exercisable as of, or will become vested and exercisable within 60 days of, December 31, 2011)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
169,195
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
169,195
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.3%
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 9 of 15 Pages


Item 1. 
 
(a) 
 
NAME OF ISSUER
 
Dice Holdings, Inc. (the “Company”).
 
 
(b) 
 
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 
1040 Avenue of the Americas, 16th Floor
New York, New York 10018
 
Item 2. 
 
(a) 
 
NAMES OF PERSONS FILING
 
This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
   
(i) 
Scot W. Melland;
   
(ii) 
Michael P. Durney;
   
(iii) 
Thomas Silver;
   
(iv) 
Constance Melrose;
   
(v) 
Brian P. Campbell;
   
(vi) 
Kent Thompson; and
   
(vii) 
Paul Melde.
 
 
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 10 of 15 Pages

 
 
 
(b) 
 
ADDRESS OF PRINCIPAL BUSINESS OFFICE
 
1040 Avenue of the Americas, 16th Floor
New York, New York 10018
 
 
(c) 
CITIZENSHIP
 
   
Each Reporting Person is an individual and has United States citizenship.
 
 
(d) 
 
TITLE OF CLASS OF SECURITIES
 
Common Stock, par value $0.01 per share (the “Common Stock” or “Shares”)
 
 
(e) 
 
CUSIP NUMBER
 
253017 10 7
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 11 of 15 Pages


 
Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
 
Not applicable.
 
Item 4.
OWNERSHIP.
 
 
(a)
Amount Beneficially Owned:
 
  
   
Each of the Reporting Persons may be deemed to beneficially own the Shares listed opposite such Reporting Persons name below:
 
  
   
 
Reporting Person
Number of Shares
Beneficially Owned
 
  
   
Scot W. Melland
3,090,027
  
   
Michael P. Durney
1,404,987
  
   
Thomas Silver
906,914
  
   
Constance Melrose
122,870
  
   
Brian P. Campbell
315,056
  
   
Kent Thompson
130,361
  
   
Paul Melde
169,195
  

 
(b)
Percentage Owned:
 
   
Based on calculations made in accordance with Rule 13d-3(d), and there being 65,227,594 Shares outstanding as of January 31, 2012 as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 3, 2012, each of the Reporting Persons may be deemed to beneficially own the percentage of the outstanding Common Stock listed opposite such Reporting Persons name below:
 
   
Reporting Person
Percent of Class
 
   
Scot W. Melland
4.5%
   
Michael P. Durney
2.1%
   
Thomas Silver
1.4%
   
Constance Melrose
0.2%
   
Brian P. Campbell
0.5%
   
Kent Thompson
0.2%
   
Paul Melde
0.3%
 
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 12 of 15 Pages
 

 
(c)
Number of Shares as to Which Such Person Has:
 
(i)  Each of the Reporting Persons may be deemed to have the sole power to direct the voting and disposition of the Shares as listed opposite such Reporting Persons name in Items 4(a) and (b) above.
 
(ii) Each of the Reporting Persons may be deemed to share the power to direct the voting and disposition of the Shares set forth on such Reporting Person’s cover page included herein.
 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
Prior to December 31, 2011, the Reporting Persons could have been deemed to be acting as a “group” with Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP (collectively, the “Quadrangle entities”), and General Atlantic Partners 79, L.P., GapStar, LLC, GAP-W Holdings, L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC and GAPCO GmbH & Co. KG (collectively, the “General Atlantic entities”).  On March 30, 2011, Robert Dumas, who was previously a Reporting Person on this Schedule 13G, ceased to act in a “group” with the Reporting Persons, the Quadrangle entities and the General Atlantic entities.  As such, he is no longer a Reporting Person.  Also during 2011, the Reporting Persons ceased to act as a “group” with the Quadrangle entities and the General Atlantic entities.  This Amendment No. 4 to Schedule 13G constitutes the Reporting Persons’ exit filing.  See Item 9.
 
Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
 
Not applicable.
 
Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
 
Not applicable.
 
 
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 13 of 15 Pages

 
Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
See Item 9.
 
Item 9.
NOTICE OF DISSOLUTION OF GROUP
 
Each Reporting Person is a party to the Institutional and Management Shareholders Agreement, dated as of July 23, 2007 (the “Shareholders Agreement”), among the Quadrangle entities, the General Atlantic entities and the Management Shareholders named therein.  Each of the Reporting Persons is a “Management Shareholder” as such term is defined in the Shareholders Agreement.  The Shareholders Agreement is filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed with the Securities and Exchange Commission on July 23, 2007.
 
The provisions in the Shareholders Agreement that could have caused the Reporting Persons to be deemed to be in a “group” with the Quadrangle entities and the General Atlantic entities have ceased to be in effect prior to December 31, 2011.  Thus, the Reporting Persons are no longer part of a “group” with the Quadrangle entities and the General Atlantic entities.
 
Item 10.
CERTIFICATION
 
Not applicable.

 
 
 
 
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 14 of 15 Pages

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated as of February 13, 2012
 
 
SCOT W. MELLAND
 
  
       
 
By:
/s/ Scot W. Melland  
       
 
 
MICHAEL P. DURNEY
 
  
       
 
By:
/s/ Michael P. Durney  
       
 
 
THOMAS SILVER
 
  
       
 
By:
/s/ Thomas Silver  
       
 
 
CONSTANCE MELROSE
 
  
       
 
By:
/s/ Constance Melrose  
       
 
 
BRIAN P. CAMPBELL
 
  
       
 
By:
/s/ Brian P. Campbell  
       
 
 
KENT THOMPSON
 
  
       
 
By:
/s/ Kent Thompson  
       
 
 
PAUL MELDE
 
  
       
 
By:
/s/ Paul Melde  
       
 
 
 
 
CUSIP No.  253017 10 7
 SCHEDULE 13G
Page 15 of 15 Pages
 
 
 
Exhibit Index
 
Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).