eh1400294_13ga1-melland.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Dice Holdings, Inc.
(Name of Issuer)
 
Common Stock ($0.01 par value per share)
(Title of Class of Securities)
 
253017107
(CUSIP Number)
 
December 31, 2013
(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. 253017107
 SCHEDULE 13G
Page 2 of 5


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Scot W. Melland
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
Not applicable
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,608,295
(Includes options to purchase 2,319,752 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, 2013)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
2,608,295
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,608,295
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not applicable
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.6%
  
12
TYPE OF REPORTING PERSON
 
IN
  


 
 
 
 

 
CUSIP No. 253017107
 SCHEDULE 13G
Page 3 of 5
 
 
ITEM 1.
(a)
Name of Issuer:
 
Dice Holdings, Inc.
     
 
(b)
Address of Issuer’s Principal Executive Offices:
 
1040 Avenue of the Americas, 8th Floor, New York, NY 10018
   
ITEM 2.
(a)
Name of Person Filing:
 
Scot W. Melland
     
 
(b)
Address of Principal Business Office, or if None, Residence:
 
1040 Avenue of the Americas, 8th Floor, New York, NY 10018
     
 
(c)
Citizenship:
 
United States of America
     
 
(d)
Title of Class of Securities:
   
 
Common Stock ($0.01 par value per share) (the “Shares”)
 
 
(e)
CUSIP Number:
 
253017107
     
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
     
 
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
 
(g)
[__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
 
(h)
[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
(j)
[__]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 

 
 
 
 

 
CUSIP No. 253017107
 SCHEDULE 13G
Page 4 of 5
 
 
ITEM 4.
OWNERSHIP
    
       
 
(a)
Amount beneficially owned:  2,608,295
    
 
(b)
Percent of class: 4.6% (Based on calculations made in accordance with Rule 13d-3(d), and there being 54,171,842 Shares outstanding as of February 7, 2014 as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2014
    
 
(c)
Number of shares as to which such person has:
    
         
   
(i)
Sole power to vote or to direct the vote
 
2,608,295
 
    
   
(ii)
Shared power to vote or to direct the vote
 
None
 
    
   
(iii)
Sole power to dispose or to direct the disposition of
 
2,608,295
 
    
   
(iv)
Shared power to dispose or to direct the disposition of
 
None
    
     
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 closing 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].
    
       
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.
       
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
    
       
 
Not applicable.
  
       
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
    
       
 
Not applicable.
  
       
ITEM 10.
CERTIFICATIONS.
    
       
 
Not applicable.
 
    
 
 
 
 
 
 
 

 
CUSIP No. 253017107
 SCHEDULE 13G
Page 5 of 5
 

 
SIGNATURE
 
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:  February 14, 2014


   
By: 
 
 
/s/  Scot W. Melland
     
Name:  Scot W. Melland
Title:    Director