Sec Form 4 Filing - Dumas Robert @ DICE HOLDINGS, INC. - 2010-12-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Dumas Robert 2. Issuer Name and Ticker or Trading Symbol DICE HOLDINGS, INC. [ DHX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O DICE HOLDINGS, INC., 1040 AVENUE OF THE AMERICAS, 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2010 (Street) NEW YORK, NY10018 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 12/15/2010 M 97,963 A $ 0.2 121,013 D Common Stock 12/15/2010 M 58,777 A $ 1.98 179,790 D Common Stock 12/15/2010 M 12,101 A $ 6.49 191,891 D Common Stock 12/15/2010 M 25,000 A $ 6.65 216,891 D Common Stock 12/15/2010 M 15,000 A $ 2.88 231,891 D Common Stock 12/15/2010 S 208,841 D $ 10.2663 23,050 D

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 Employee Stock Option (Right to Buy) $ 0.2 12/15/2010 M 97,963 ( 1 ) 08/31/2015 Common Stock 97,963 $ 0 0 D Employee Stock Option (Right to Buy) $ 1.98 12/15/2010 M 58,777 ( 1 ) 08/31/2015 Common Stock 58,777 $ 0 0 D Employee Stock Option (Right to Buy) $ 6.49 12/15/2010 M 12,101 ( 1 ) 01/31/2017 Common Stock 12,101 $ 0 0 D Employee Stock Option (Right to Buy) $ 6.65 12/15/2010 M 25,000 ( 1 ) 02/12/2015 Common Stock 25,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 2.88 12/15/2010 M 15,000 ( 1 ) 02/09/2016 Common Stock 15,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dumas Robert C/O DICE HOLDINGS, INC. 1040 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10018 See Remarks Signatures /s/ Robert P. Dumas 12/17/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were all vested and exercisable as of various dates prior to the date hereof.

Remarks: The reporting person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. The 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 an admission that the reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.