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SEC response letter

 January 15, 2013

 Barbara C. Jacobs

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Professional Diversity Network, LLC

Amendment No. 8 to Registration Statement on Form S-1

Filed December 14, 2012

File No. 333-181594

 Dear
Ms. Jacobs:

 By letter dated January 3, 2013 (the “SEC Letter”), the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) provided comments on Amendment No. 8 (the “Amendment”) to the Registration Statement on Form S-1 (the “Registration Statement”) submitted by Professional Diversity Network,
LLC (the “Company”).

 In order to facilitate your review, this letter responds to each of the comments set forth in the SEC Letter
on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the SEC Letter.

 Firm Commitment Underwritten IPO prospectus

 General

1.
In response to prior comment 2 you added disclosure in the prospectus summary and the Management’s Discussion and Analysis section that you believe that you
have the “potential to exceed” your revenues from your previous agreement with Monster Worldwide due to potential commission payments and revenue from direct sales by the company. You further state that you “will exceed the total
revenue” you earned from Monster Worldwide in 2012 if LinkedIn sells more than $20 million of your services in 2013. Please provide appropriate context regarding these statements by disclosing whether you believe that you will exceed revenues
from your previous agreement with Monster and the basis for that belief. Alternatively, revise your statement to indicate that there is no assurance that you will exceed revenues from historic periods. In this regard, we note your disclosure that
you expect to “experience significant decreases in revenue at least for the first quarter of 2013.”

 Response

 We have revised our statement to indicate that there is no assurance that we will exceed revenues from historic periods. Furthermore, we
have disclosed our commission rates with LinkedIn on pages 3, 40 and 54 of the prospectus.

 Barbara C. Jacobs

 January 15, 2013

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 Prospectus
Cover Page

2.
Please remove the reference to “Sole Book-Running Manager” and “Co-manager” from the cover page.

Response

 We have removed the references
to “Sole Book-Running Manager” and “Co-manager” from the cover page.

 Overview, page 1

3.
Please clarify whether you launched the LinkedIn arrangement on January 1, 2013, as anticipated. To the extent you have not yet launched this arrangement,
please revise your disclosures to provide the revised anticipated launch date.

 Response

We have clarified the disclosure in the prospectus to state that the LinkedIn agreement became effective on January 1, 2013.

Offering, page 11

4.
Please explain further how you determined the number of shares outstanding prior to this offering of 5,163,368. In this regard, revise your disclosures here, as well
as in the Summary Financial Data and the Capitalization sections, to clearly explain the number of shares issued in the corporate reorganization and the number of shares issued in the debt conversion. Also, please confirm that you will file the
conversion debt agreement as an Exhibit prior to effectiveness to ensure that this pro forma adjustment meets the factually supportable criteria of Rule 11-02(b)(6) of Regulation S-X.

Response

 The number of shares to be
issued to the current equity holders of the Company as part of our corporate reorganization is 5,000,000 shares. The number of shares issued in the corporate reorganization were determined based upon the underwriters’ estimate of a $50,000,000
enterprise value at the mid-point estimated share price of $10.00. In addition, we expect to issue 163,368 shares in connection with the conversion of our debt. We have added a footnote on pages 11 and 14 and added disclosure on page 34 to clearly
explain the number of shares issued in the corporate reorganization and the number of shares issued in the debt conversion as per the Staff’s request. We confirm that we will file the debt conversion

 Barbara C. Jacobs

 January 15, 2013

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agreement as an Exhibit prior to effectiveness to ensure that our pro forma adjustment meets the factually supportable criteria of Rule 11-02(b)(6) of Regulation S-X.

Summary Financial Data, page 13

5.
Pursuant to footnote (1) on page 14, pro forma net income per common share is computed based on the number of shares of common stock to be issued following your
conversion from a limited liability company to a corporation immediately prior to the closing of the offering. As such, it appears that you should have used 5,163,368 shares in your calculations. Please revise your disclosures accordingly or explain
further why you believe 6,173,368 is the correct number of shares to be used in your pro form earnings per share calculations.

 Response

 We have revised the prospectus and have revised our Summary Financial Data to
present pro forma net income per common share on page 14 based upon 5,163,368 shares outstanding immediately prior to the offering.

6.
Revise to include the deferred IPO costs in the “pro forma” column.

 Response

 We have revised the “pro forma” column on page 15 to include the
deferred IPO costs upon completion of the offering.

 Use of Proceeds, page 32

7.
We note from your disclosures on page 11 that you expect the net proceeds from this offering to be approximately $8.32 million, after deducting the estimated
underwriting discounts and commissions, the underwriter’s accountable expense reimbursement and estimated offering expenses. However, on page 32 you state that the estimated net proceeds from this offering will be $8.2 million. Please explain
this apparent inconsistency or revise your disclosures accordingly. Also, explain further why the estimated net proceeds from this offering assuming the underwriter exercises its option to purchase additional shares is equal to (or potentially less
than) the estimated net proceeds assuming no additional shares are purchased.

 Response

We have revised our disclosure on page 11 to state that the net proceeds from the offering will be approximately $8.2 million, as that is the amount of
net proceeds we expect from the offering. We have

 Barbara C. Jacobs

 January 15, 2013

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also revised our disclosures on page 33 to state that we expect the net proceeds from the offering to be approximately $9.6 million assuming the underwriters exercise their option to purchase
additional shares.

 Capitalization, page 34

8.
Please revise the information in your Capitalization table to be consistent with the bullet points preceding the table as well as the information presented on page
15. In this regard, the first column should reflect the “actual” amounts as disclosed in the most recent balance sheet included in the filing. The second column should be labeled “pro forma” and should reflect the completion of
your corporate reorganization as well as the conversion of your promissory notes and the third column should reflect the pro forma numbers from the second column as well as the receipt of proceeds from the sale of common stock in this offering.

 Response

We have revised the information in our Capitalization table to be consistent with the bullet points preceding the table as well as the information
presented on page 15.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview

 LinkedIn, page 39

9.
Please revise to disclose the number of employers on LinkedIn’s restrictive account list. Also, we note your reference on pages 2 and F-6 to
“non-exclusive” agreements with new strategic business partners such as LinkedIn. Given the restrictive nature of the LinkedIn agreement, please explain further how you determined that referring to this as a “nonexclusive”
agreement is a fair description of this arrangement.

 Response

We have disclosed in the prospectus that there are 1,000 restricted accounts in the restrictive accounts list. Furthermore, we have modified our
disclosure on pages 2 and F-6 of the prospectus to refer to our agreement with LinkedIn as “an agreement that provides for limited exclusivity.”

 Notes to Financial Statements

 Note 3. Summary of Significant Accounting
Policies

 Revenue Recognition, page F-7

 Barbara C. Jacobs

 January 15, 2013

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10.
We note that under your agreement with Monster Worldwide, you are required to fulfill services in 2013 that Monster sold prior to the expiration of your agreement.
Please explain further your policy for recognizing revenue received from Monster Worldwide. In this regard, considering you continue to have service obligations to Monster Worldwide, tell us how you determined that it was appropriate to recognize
all revenues from this arrangement in fiscal 2012 and provide the specific guidance you relied upon.

 Response

 We recorded our revenues under our contract with Monster in strict accordance with applicable GAAP and SEC Staff Accounting Bulletin
No. 104. Our deliberations with respect to our revenue recognition method were extensive and careful consideration was given to all of the relevant facts and circumstances. We applied Financial Accounting Standards board Concept #5,
Recognition and Measurement in Financial Statements of Business Enterprises, which states that revenue shall not be recognized until it is realized and realizable. Specifically, paragraph 83(b) of this guidance states that “an
entity’s revenue-earning activities involve delivering or producing goods, rendering services, or other activities that constitute its ongoing major or central operations, and revenues are considered to have been earned when the entity
has substantially accomplished what it must do to be entitled to the benefits represented by the revenues”. We more than substantially accomplished what we needed to do to earn the revenue owed to us by Monster. Monster’s payment
obligation is not dependent upon any service to be performed by us following expiration of the contract.

 Paragraph 84(a) of Concept #5
further states “the two conditions (being realized or realizable and being earned) are usually met by the time product or merchandise is delivered or services are rendered to customers; specifically with respect to services arrangements. In
addition, paragraph 84(d) states that “If services are rendered or rights to use assets extend continuously over time (for example, interest or rent), reliable measures based on contractual prices established in advance are commonly available,
and revenues may be recognized as earned as time passes.”

 Under our contract with Monster, Monster was required to pay us a fixed annual
fee on a quarterly basis. All services required to earn those fees have been performed. No portion of Monster’s annual fixed fee was, or is, dependent or conditioned upon, in whole or part, our performance following expiration of the
contract.

 Our agreement with Monster expired on December 31, 2012 in accordance with its terms. Upon expiration of the
agreement, we had performed all obligations required of us in order to be entitled to the balance of Monster’s annual fee. By the terms of our contract, our relationship with Monster ended upon expiration and from that date
forward, (a) Monster possessed no ongoing right to sell job board postings to our website; (b) we exceeded our minimum quarterly applicants for the quarter ending December 31, 2012 meaning that there is no downward
adjustment to the quarterly payment due us, and (c) Monster ceased to have any exclusivity rights whatsoever (meaning that once the agreement ended, we became free to conduct our business without regard to
Monster’s interests or restrictions).

 Barbara C. Jacobs

 January 15, 2013

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 Our agreement with
Monster includes a provision similar to those included in most commercial agreements creating a relationship between two parties covering cooperation after the business relationship has ended. The relevant provision, “Surviving Customer
Obligations”, merely provides that we cooperate with Monster to provide limited services and access to data to permit Monster to continue to meet certain obligations to its customers. Under this provision, we will continue to provide Monster
with access to our data following the expiration of our contract, but limited only to (A) customers to whom Monster had obligations that extended beyond the term of our contract, and (B) a period not to exceed one year following the end of
our contract. Our fee, or any portion of a fee, is not dependent upon our cooperating with Monster or performing any service following expiration of our Monster contract. Nor does our contract allow for deferral of any portion of our fee based upon
our undertaking to cooperate with Monster’s ongoing contractual obligations.

 It is important to clarify that the nature of our post term
“cooperation” with Monster is not only limited in time and scope as described above, but also only involves insignificant cost and effort on our part. We have no minimum performance obligation to Monster’s customers during this post
term cooperation period (i.e. we may not affirmatively remove existing job postings from Monster and we allow Monster access to data relating to such job postings). During this one year period, we expect only to perform the de minimis task of
deleting the remaining postings (if any) of Monster’s customers from our website as Monster’s obligations to these customers terminate. Our cooperation with Monster during this post term period will be inconsequential to our ongoing
operations. We will only require de minimis additional labor effort and de minimis additional costs to accomplish this cooperation. We asked for no compensation to provide this cooperation given the inconsequential impact upon us .

The annual fee which Monster paid to us in 2012 is based upon the same criteria as the annual fee paid to us in each prior year during the term of our
contract with Monster. No portion of any annual fee from Monster, for any year, was or is conditioned upon post term cooperation with Monster.

In applying Concept #5, we followed the SAB 104 guidelines; which specifically reflect the staff’s belief that revenue is generally is realized or
realizable and earned when all of the following criteria are met:

 Criteria

Applied as Follows

Persuasive evidence of an arrangement exists

We have a contractual agreement with Monster that states that we have evidence of an arrangement that obligates us to provide services in exchange for contractually defined fees
over a fixed period of time

Delivery has occurred or services have been rendered

We completed our performance obligations with respect to three specific deliverables prior to December 31, 2012 as
follows:

 Barbara C. Jacobs

 January 15, 2013

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 (i) We furnished Monster with a portal to our website that facilitated their usage of a right to reach a diversity community and
allowed Monster to stream a potentially unlimited number of postings over a contractually defined period of time that expired on December 31, 2012.

(ii) We exceeded our obligation to deliver a specified minimum number of applicants within a specified period of time prior to the expiration of the
contract.

 (iii) We maintained Monster’s exclusivity under this
arrangement by Monster, and only Monster with a right of access to our community and did not provide these rights or services to parties other than Monster at anytime within the contractually defined period of time that we were obligated to do
so.

The seller’s price to the buyer is fixed or determinable

Our agreement with Monster provided for Monster to pay us a “fixed