SecProbe.io

August 20, 2012

Via Email
James Kirsch
Chief Executive Officer
Professional Diversity Network, LLC
150 North Wacker Drive, Suite 2360
Chicago, IL 60606

Re: Professional Diversity Network, LLC
Amendment No. 3 to Registration Statement on Form S -1
Filed August 1, 2012
File No. 333 -181594

Dear  Mr. Kirsch :

We have reviewed your amended Form S -1 with regard to the prospectus for the IPO
Customer Stock Ownership Plan  (“IPO CSOP”) and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.

General

1. We note that you intend to include the section entitled “IPO Customer Stock Ownership
Plan” immediately following the pro spectus summary.  Please be advised that Item
503(c) of Regulation S -K requires that the risk factor discussion immediately follow the
summary section.  Revise to include a concise description of the IPO CSOP in the
prospectus summary and to provide the mo re detailed discussion in the body of the
prospectus.

2. Please revise to include a separate Use of Proceeds section and Dilution section in the
IPO CSOP prospectus.  See Items 504 and 506 of Regulation S -K.

3. Detailed descriptions of the firm commitment IP O appear to be unnecessary  to an
understanding of the IPO CSOP .  For example, the prospectus summary discusses the
details of the use of proceeds, the overallotment option, and the underwriter’s warrant in
connection with the firm commitment IPO.  As anoth er example, the Plan of Distribution
section discusses the details of the firm commitment underwriting agreement that is not
applicable to the IPO CSOP.  Please revise to focus the IPO CSOP prospectus on the
offering details of the Customer Stock Ownership  Plan.

James Kirsch
Professional Diversity Network, LLC
August 20, 2012
Page 2

 4. Please provide us access to the IPO CSOP platform to enable us to walk through the
purchasing process.  Alternatively, please provide screenshots of each page that investors
will view in participating in this offering.

IPO CSOP Prospectus Cover  Page

5. Please revise the prospectus cover page to indicate that investors in the IPO CSOP must
purchase dollar amounts of securities in increments of $200, $400, or $800, rather than a
specific number of shares.

6. Please revise to clarify that the price per  share in the IPO CSOP will be the same as the
price per share in the firm commitment offering.

7. Please revise the prospectus cover page to disclose that the closing of the offering of the
IPO CSOP shares is conditioned upon the closing of the offering of  the firm -commitment
common stock.

8. Please revise the cover page to briefly describe the underwriting arrangements and
disclose L OYAL 3’s status as a statutory underwriter.  Refer to Item 501(b)(8) of
Regulation S -K.  Please identify L OYAL 3 Securities, Inc.  less prominently on the
prospectus cover page .  The current placement may suggest that L OYAL 3 is participating
in a firm commitment underwriting.  Also, please tell us the purpose of including
LOYAL 3’s IPO CSOP logo on the prospectus cover page.

9. Pleas e revise footnote 1 of the chart on the prospectus cover page to clarify that the fees
to LOYAL3 Securities will be 4% of the gross proceeds in the IPO CSOP.  Also, confirm
that the table will include the total dollar amount of the IPO CSOP fee, assuming t he
maximum amount of shares is sold, and that the dollar amount of proceeds will be
reduced accordingly.

10. Please disclose the date the offering will end, as required by Item 501(b)(8)(iii) of
Regulation S -K.

The Offering, page A2

11. Please clarify in the second paragraph that the firm commitment underwritten initial
public offering is pursuant to a separate prospectus.

The IPO Customer Stock Ownership Plan

Enrollment and Purchase Process, page A5

12. Please revise the second bullet po int under this heading to clarify the reference to
“financial risk algorithm.”  It is not clear whether the algorithm relates to the risk of the
investment or the suitability of the investor.

James Kirsch
Professional Diversity Network, LLC
August 20, 2012
Page 3

 Step One – Enroll and Open Your LOYAL3 Account , page A6

13. We no te that this section includes a significant amount of general information about the
structure and function of LOYAL3 accounts and the possibility of participating in other
CSOP offerings.  Since the prospectus relates only to the offer and sale of shares i n your
IPO CSOP, it is not clear why the additional, more general information is material to
investors.  Please revise to limit the general disclosure about LOYAL3 accounts, or tell
us why you believe it is material to investors in this offering.

Step Three – Final IPO Pricing and Your IPO CSOP Investment Decision , page A7

14. The first paragraph states that investors may cancel their reservation s at any time before
they are accepted.  Please revise to clarify when a reservation will be deemed “accepted.”
We note the discussion of the two -hour decision period on page A8.

15. Refer to the last sentence of the last full paragraph on page A7.  Please explain to us the
situations when an investor would be asked  to reconfirm prior to the two -hour decision
period  and why those investors would not have the option to cancel their orders during
the two -hour decision period.

16. The first full paragraph on page A8 states that you are limiting the number of participants
in the IPO CSOP “based on the value of shares” you a llocate to the IPO CSOP “delivered
by the lowest purchase amount allowed.”  Please revise to clarify the meaning of this
statement.

Risk Factors, page A13

17. Please add a risk factor that it may be difficult or costly to sell the IPO CSOP shares
outside the CSOP platform as you disclose on page A8 and that investors may only be
able to transfer whole shares to another U.S. financial institution as you disclose on page
A10.

Dividend Policy, page A14

18. We note that any cash dividends payable on shares purchased in the IPO CSOP will be
automatically reinvested.  Please tell us why you believe it is appropriate to impose
mandatory dividend reinvestment on the IPO CSOP purchasers, rather than giving them
the option to elect cash distributions.  We note tha t you do not impose a similar
requirement on purchasers  in the firm commitment offering .  Also, please confirm that
you will file a separate registration statement for any shares to be issued in a dividend
reinvestment plan.

James Kirsch
Professional Diversity Network, LLC
August 20, 2012
Page 4

 Plan of Distribution, page  A15

19. We note your statement in the second paragraph that L OYAL 3 is not engaging in any
solicitation activities.  Considering that L OYAL3  is providing the offering platform
through its own website, please explain to us how you concluded that those activities do
not constitute solicitation in the IPO CSOP offering.

You may contact Jan Woo, Staff Attorney,  at (202) 551 -3453  if you have any questions.
If you require further assistance, please contact me at (202) 551 -3735 .

Sincerely,

 /s/ Mark P. Shuman for

Barbara C. Jacobs
Assistant Director

cc: Via Email
Brian Lee, Esq.
SNR Denton US LLP