SecProbe.io

August 23, 2016

Laurie L. Green , Esq.
Greenberg Traurig, P.A.
401 East Las Olas Boulevard
Fort Lauderdale, FL 33301

Re: Professional Diversity Network, Inc.
Schedule TO -C
Filed August 15, 2016
  File No.  005-87999

Dear Ms. Green :

We have limited our review of the filing  to those issues we have addressed in our
comment s.  In our comment s, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending the filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our  comment s apply  to your facts and circumstances or do not believe an am endment is
appropriate, please tell us why in your response.

After reviewing any amendment to the filing and the information  you provide in response
to the se comment s, we may have additional comments.   All defined terms used here have the
same meaning as  in the Schedule TO -C.

General

1. We note that the price in the Share Issuance and Sale is the same  as the price in the
Tender Offer, that the consideration for tendered shares will be paid from the proceeds of
the Share Issuance  and Sale , and that consummation of the Tender Offer is conditioned
on consummation of the Share Issuance  and Sale .  Please  advise as to which entity or
entities will be identified as bidders in the Schedule TO and whether  PDN is bidding for
2.5 million of its outs tanding shares on CFL’s behalf .

2. The Tender Offer is subject to consummation of the Share Issuance and Sale, and
therefore it appears that a material change will occur in the tender offer information
previously disclosed to security holders when the Share Issuance and Sale is
consummated.   Please confirm that the Schedule TO will be amend ed to disclose this
material change  and five business days will remain in the offer following this disc losure.

Laurie L. Green , Esq.
Greenberg Traurig, P.A.
August 23, 2016
Page 2

 3. Please provide an analysis as to the applicability of Rule 14e -5 to the Share Issuance and
Sale and the Co -Sale Right .  We note that the analys is may differ depending on which
entity or entities are bidder s in the T ender Offer.

4. We note disclosure in the last parag raph on page 1 that the C all Option will be triggered
if imm ediately after the Tender Offer , the Share Issuance and Sale , and any sale pursuant
to the Co -Sale Right the shares of PDN common stock held by CFL amount to less than
51% of the then -outstanding shares.  Please advise as to the circumstances under which
this might occur , give n that PDN has agreed to issue that  number of shares of its common
stock to CFL such that CFL will hold approximately 51% of the outstanding shares.

We urge all persons who are responsible for  the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange  Act rules require.   Since the  compan y and its management  are
in possession of all facts relating to their  disclosure, they are responsible for the accuracy and
adequacy of t he disclosures they have made.

In response to our comment s, please provide a written statement from the company
acknowledging that:

 the company  is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission form taking any action with respect to th e filing; and

 the company  may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer Ló pez, Attorney Advise r, at (202) 551 -3792 or me at
(202)  551-3503  with any questions regarding our comments.

Sincerely,

 /s/ David L. Orlic

David L. Orlic
Special  Counsel
Office of Mergers and Acquisitions