SC 13G: DHI GROUP, INC.

AI Summary

SC 13G filing by DHI GROUP, INC..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

Filing Documents

• sc13g10680006_08302024.htm (SC 13G) — 151KB
• ex991to13g10680006_083024.htm (EX-99.1) — 10KB
• 0000921895-24-002040.txt ( ) — 162KB

(a). Name of Issuer

Item 1(a). Name of Issuer: DHI Group, Inc., a Delaware corporation (the “Issuer”).

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 6465 South Greenwood Plaza, Suite 400 Centennial, CO 80111

(a). Name of Person Filing

Item 2(a). Name of Person Filing: This statement is filed by 22NW Fund, LP, a Delaware limited partnership (“22NW Fund”), 22NW, LP, a Delaware limited partnership (“22NW”), 22NW Fund GP, LLC, a Delaware limited liability company (“22NW GP”), 22NW GP, Inc., a Delaware S Corporation (“22NW Inc.”), and Aron R. English. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” 22NW serves as the investment manager of 22NW Fund. 22NW GP serves as the general partner of 22NW Fund. 22NW Inc. serves as the general partner of 22NW. Mr. English is the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc. By virtue of these relationships, 22NW, 22NW GP, 22NW Inc. and Mr. English may be deemed to beneficially own the Shares (as defined below) owned directly by 22NW Fund.

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal office of each of the Reporting Persons is 590 1 st Ave. S, Unit C1, Seattle, WA 98104.

(c). Citizenship

Item 2(c). Citizenship: 22NW Fund, 22NW, 22NW GP and 22NW Inc. are organized under the laws of the State of Delaware. Mr. English is a citizen of the United States of America.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value per share (the “Shares”).

(e). CUSIP Number

Item 2(e). CUSIP Number: 23331S100 7 CUSIP No. 23331S100

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: /x/ Not applicable. (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) / / Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership

Item 4. Ownership. (a) Amount beneficially owned: As of the date hereof: (i) 22NW Fund directly owned 2,603,643 Shares. (ii) Each of 22NW, as the investment manager of 22NW Fund, 22NW GP, as the general partner of 22NW Fund, 22NW Inc., as the general partner of 22NW, and Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the 2,603,643 Shares owned directly by 22NW Fund. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person. (b) Percent of class: The following percentages are based on 48,403,864 Shares outstanding as of August 2, 2024, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. 8 CUSIP No. 23331S100 As of the date hereof, each of 22NW Fund, 22NW, 22NW GP, 22NW Inc. and Mr. English may be deemed to beneficially own approximately 5.4% of the outstanding Shares. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9. (ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9. (iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9. (iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. Not Applicable.

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. See Exhibit 99.1.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not Applicable.

Certifications

Item 10. Certifications. By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 9 CUSIP No. 23331S100 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 30, 2024 22NW FUND, LP By: 22NW Fund GP, LLC General Partner By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW, LP By: 22NW GP, Inc. General Partner By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder 22NW FUND GP, LLC By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW GP, INC. By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder /s/ Aron R. English ARON R. ENGLISH 10

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