SecProbe.io

September 28, 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. 4 to Registration Statement on Form S -1
Filed September 7, 2012
File No. 333 -181594

Dear  Mr. Kirsch :

We have reviewed your amended Form S -1 and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.

Firm Commitment Underwritten I PO prospectus

Prospectus Summary, page 1

1. Please revise the overview section of the prospectus summary to disclose the percentage
of revenues from Monster Worldwide and the Apollo Group for the most recent period
presented by your financial statements in addition to the information you have presented
for the year ended December 31, 2011.

Summary Financial Data, page 13
2. According to footnote (2) to your balance sheet data on page 14, the pro forma, as
adjusted column assumes the sale of common stock in you r directed share offering under
the Customer Stock Ownership Plan.   However, the third bullet point preceding the
balance sheet data table assumes only the sale of common stock in this offering.   Please
clarify these apparent inconsistencies.   Also, to the  extent that you intend to assume the
sale of CSOP shares in your pro forma disclosures, please explain further how you
determined that this meets the factually supportable criteria of Article 11(b)(6) of
Regulation S -X.

James Kirsch
Professional Diversity Network, LLC
September 28, 2012
Page 2

 Certain Relationship and Relat ed Party Transactions

Agreements with Directors and Executive Officers, page 71

3. We note that you have not revised your disclosure to indicate that no further payments to
Mr. Kirsch would be required after the outstanding notes convert into equity in resp onse
to prior comment 8 of our letter dated August 3, 2012 although your response letter
indicates that you included such disclosures in this section and in the notes to the
financial statements.  As previously requested in prior comment 8, please add to y our
disclosures here and in Note 8 to the financial statements that no further payments to Mr.
Kirsch would be required after the outstanding notes convert into equity in connection
with the initial public offering.

Underwriting and Plan of Distributio n

IPO Customer Stock Ownership Plan, page 84

4. Please disclose in this section that the closing of the IPO CSOP is conditioned on the
closing of the firm commitment IPO .

Consolidated Financial Statements

General

5. It appears that you are presenting comp rehensive income in a single continuous
statement.   If true, please revise to refer to this as your Statement of Comprehensive
Income.   We refer you to the guidance in ASC 220 -10-45-1C.

IPO CSOP  prospectus

General

6. We note that the Chief Executive Offic er of LOYAL3, the statutory underwriter,
conducted an interview on May 23, 2012 in which he mentioned Professional Diversity’s
IPO CSOP (video available on http://video.foxbusiness.com/v/1653099248001/how -to-
buy-a-stock -in-three -clicks/ ). It appears that these statements were made before the filing
of the IPO CSOP prospectus on August 1, 2012.  Please p rovide us with your analysis as
to how you believe these com munications do not constitute an “offer ” for purposes of the
Securities Act.  Explain to us in your response letter the nature of any public
communications by the company or its underwriter regarding the offering.  Provide us
with copies of any such commun ications, either written or electronic, and tell us the
extent and circumstances of the  distribution.

James Kirsch
Professional Diversity Network, LLC
September 28, 2012
Page 3

 7. We will contact you separately regarding the screenshots that you submitted
supplementally.

Prospectus Cover Page

8. Please refer to prior comment 8 a nd revise the cover page to briefly describe the
underwriting arrangements.  In this regard, disclose that this is a best efforts offering , the
company is not required to sell any specific number of dol lar amount of securities,  and
that there is no assuran ce that any shares will be sold  in this offering.  See Item 501(b)(8)
of Regulation S -K.

9. In response to prior comment 8 of our letter dated August 20, 2012, you state that you
have removed the prominence of “LOYAL3 Securities” on the cover page, but it a ppears
that the company is still prominently displayed on the cover page although we note that
you have removed the IPO CSOP logo.

10. Please revise the table and footnote 1 to the table on the prospectus cover page to indicate
that the company has agreed t o pay “commissions” rather than “f ees” to LOYAL3
Securities, Inc.  in connection with the IPO CSOP.  Ensure that corresponding changes are
made to the Plan of Distribution section.

11. It appears that you have not revised the cover page of the IPO CSOP prospe ctus to state
that you “will be deemed a controlled company pursuant to NASDAQ corporate
governance requirements” as you indicate in the firm commitment underwritten IPO
prospectus.  Please revise to ensure that the disclosure in the two prospectuses is
consistent.

12. In response to prior comment 10 of our letter dated August 20, 2012, you state that the
offering will end with the “earlier of 5,000 reservations or approximately four days
before the anticipated final pricing date for the initial public offer ing.”  Please clarify
whether the 5,000 reservation threshold that will trigger the end of the offering is
regardless of the investment amount of each reservation.

13. Further to the comment above, tell us supplementally  how investors will know how to
calcu late the  “four days before the anticipated final pricing date .”

Plan of Distribution, page A14

14. We note your response to prior comment 19 of our letter dated August 20, 2012  that
LOYAL3 Securities, Inc. does not and will not engage in solicitation activit ies.
However, we also note that LOYAL3’s website promotes IPO CSOP s and may provide
direct links to company websites.  Accordingly, please revise your statement that
LOYAL3 is not engaging in any solicitation activities.

James Kirsch
Professional Diversity Network, LLC
September 28, 2012
Page 4

 15. We note that your revised discl osure in response to prior comment 19 of our letter dated
August 20, 2012 still has information about the firm commitment underwritten offering
that does not appear necessary to understand or participate in the IPO CSOP.  Please
revise to limit the disclos ure regarding the firm commitment underwritten offering with
regard to the underwriting agreement and lock -up agreements.

You may contact Melissa Kindelan  at (202) 551 -3564 or Kathleen Collins, Accounting
Branch Chief, at (202) 551 -3499  if you have ques tions regarding comments on the financial
statements and related matters.  Please contact Jan Woo, Staff Attorney,  at (202)551 -3453 or me
at (202) 551 -3735  with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Directo r

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