SEC Form 4 · accession 0000950142-15-002586
DHI GROUP, INC. · DHX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F2,F3 | Dec 8, 2015 | J | 2,500,000 | $0.00 | D | 2,483,661 | I | See Footnotes |
Table II — derivative securities
Explanation of responses
- F1Effective December 8, 2015, Quadrangle Capital Partners II LP ("QCP II") distributed-in-kind, without consideration, 2,195,616 shares of Common Stock pro rata to its general and limited partners, Quadrangle Select Partners II LP ("Quadrangle Select II") distributed-in-kind, without consideration, 58,319 shares of Common Stock pro rata to its general and limited partners and Quadrangle Capital Partners II-A LP ("QCP II-A") distributed-in-kind, without consideration, 246,065 shares of Common Stock pro rata to its general and limited partners. (cont'd in FN 2)
- F2(cont'd from FN 1) The shares received in these distributions by Quadrangle GP Investors II LP ("QCP GP II LP"), the general partner of each of QCP II, Quadrangle Select II and QCP II-A, were distributed-in-kind, without consideration, pro rata to its limited partners and to QCP GP Investors II LLC ("QCP GP II LLC"), its general partner, which in turn distributed the shares it received to its members. Following the distributions-in-kind, QCP II, Quadrangle Select II and QCP II-A directly owned 2,181,267, 57,937 and 244,457 shares of Common Stock, respectively, reported as beneficially owned in the above table. QCP GP II LLC is the general partner of QCP GP II LP, which is the general partner of QCP II, Quadrangle Select II and QCP II-A.
- F3Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
Remarks
Prior to the distributions-in-kind by the Reporting Persons, as described above, the Reporting Persons had the right to designate a director to the board of directors of the Issuer pursuant to the Institutional and Management Shareholders Agreement, dated as of July 23, 2007, among the Issuer and certain shareholders named therein (the "Shareholders Agreement"). As a result of the distributions-in-kind, the Quadrangle Entities' (as defined in the Shareholders Agreement) aggregate ownership of the Common Stock was less than 5% of the total issued and outstanding Common Stock, and the Reporting Persons were no longer entitled to designate a director. Accordingly, for purposes of Section 16 of the Act, the Reporting Persons may no longer be deemed to be directors by deputization by virtue of their right to designate a director to the board of directors of the Issuer.