Sec Form 4 Filing - LEVY ANTON J @ DICE HOLDINGS, INC. - 2008-02-19

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 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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1. Name and Address of Reporting Person LEVY ANTON J 2. Issuer Name and Ticker or Trading Symbol DICE HOLDINGS, INC. [ DHX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GENERAL ATLANTIC SERVICE COMPANY,LLC, 3 PICKWICK PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2008 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 02/19/2008 P 1,000,000 ( 1 ) A $ 6.3 21,739,440 ( 2 ) I See Footnote ( 3 ) Common Stock 02/21/2008 P 310,870 ( 4 ) A $ 6.3 22,050,310 I See Footnote ( 3 ) Common Stock 02/21/2008 P 550,000 ( 4 ) A $ 6.55 22,600,310 ( 5 ) I See Footnote ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVY ANTON J C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT06830 X Signatures /s/ Anton J. Levy 02/21/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the following purchases of common stock on February 19, 2008: (i) 742,851 shares by General Atlantic Partners 84, L.P. ("GAP 84"); (ii) 203,384 shares by GAP-W Holdings, L.P. ("GAP-W"); (iii) 2,500 shares by GapStar, LLC ("GapStar"); (iv) 1,800 shares by GAPCO GmbH & Co. KG ("KG"); (v) 1,625 shares by GAP Coinvestments CDA, L.P. ("CDA"); (vi) 38,355 shares by GAP Coinvestments III, LLC ("GAPCO III"); and (vii) 9,485 shares by GAP Coinvestments IV, LLC ("GAPCO IV"). ( 2 )Represents (i) 14,554,051 shares owned by General Atlantic Partners 79, L.P. ("GAP 79"); (ii) 742,851 shares owned by GAP 84; (iii) 4,541,383 shares owned by GAP-W; (iv) 391,365 shares owned by GapStar; (v) 34,112 shares owned by KG; (vi) 1,625 shares owned by CDA; (vii) 1,197,059 shares owned by GAPCO III and (viii) 276,994 shares owned by GAPCO IV as of February 19, 2008. ( 3 )General Atlantic LLC ("General Atlantic") is the general partner of GAP 79, GAP 84, GAP-W and CDA. General Atlantic is also the sole member of GapStar. The managing members of GAPCO III and GAPCO IV are Managing Directors of General Atlantic. GAPCO Management GmbH ("GmbH Management") is the general partner KG. The Managing Directors of General Atlantic make voting and investment decisions with respect to the securities held by KG and GmbH Management. Mr. Levy is a Managing Director of General Atlantic and a Managing Member of GAPCO III and GAPCO IV. Mr. Levy disclaims beneficial ownership of such shares beneficially owned by them except to the extent of his pecuniary interest therein. ( 4 )The following purchases of common stock were made on February 21, 2008: (i) 639,498 shares by GAP 84; (ii) 175,087 shares by GAP-W; (iii) 2,152 shares by GapStar; (iv) 1,550 shares by KG; (v) 1,399 shares by CDA; (vi) 33,018 shares by GAPCO III and (vii) 8,166 shares by GAPCO IV. ( 5 )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; (v) 35,662 shares owned by KG; (vi) 3,024 shares owned by CDA; (vii) 1,230,077 shares owned by GAPCO III and (viii) 285,160 shares owned by GAPCO IV as of February 21, 2008.

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