This amendment No. 9 relates to the Schedule 13D filed by QCP GP Investors II LLC, Quadrangle GP Investors II LP, Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP (collectively, the "Reporting Persons") with the Securities and Exchange Commission on February 29, 2008 (as amended, the "Schedule 13D"), relating to the common stock, $0.01 par value per share of DHI Group, Inc. (the "Company" and such shares of common stock, the "Shares"). Unless set forth below, all Items are unchanged from the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety:
(a)
This Schedule 13D is filed jointly by the Reporting Persons.
QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of each of Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP (collectively, the "QCP II Funds"). Each of QCP GP Investors II LLC and Quadrangle GP Investors II LP may be deemed to be the beneficial owner of the Shares (as defined herein) held by the QCP II Funds.
The managing member of QCP GP Investors II LLC is Quadrangle Holdings LLC, a Delaware limited liability company, and the coordinating managing member of Quadrangle Holdings LLC is Michael Huber.
The investment committee of QCP GP Investors II LLC makes voting and investment decisions with respect to the securities held by the Reporting Persons. Each of the three members of the investment committee of QCP GP Investors II LLC, Brian Bytof, Michael Huber and Steven Felsher, disclaims ownership of such shares that may be deemed beneficially owned by the Reporting Persons or any of their affiliates.
(b)
The address of the principal business of each of the Reporting Persons and of Michael Huber is 1065 Avenue of the Americas, 34th Floor, New York, New York, 10018.
(c)
The principal business of each of the Reporting Persons and of Michael Huber is to invest in securities.
(d)-(e)
During the last five years, none of the Reporting Persons nor Michael Huber have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
(f)
Each of the Reporting Persons is organized under the laws of the State of Delaware. Michael Huber is a citizen of the United States.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
Please see Item 6, which is incorporated herein by reference.
Effective December 8, 2015, Quadrangle Capital Partners II LP 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 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 distributed-in-kind, without consideration, 246,065 shares of Common Stock pro rata to its general and limited