SEC Company Response from Professional Diversity Network, Inc. (IPDN) (CIK 0001546296) (IPDN) — Feb 14, 2013
Professional Diversity Network, Inc. (IPDN) (CIK 0001546296)
Date: Feb. 14, 2013 · CIK: 0001546296 · Accession: 0001193125-13-057965
AI Filing Summary & Sentiment
File numbers found in text: 333-181594
Letter
Division of Corporation Finance Securities and Exchange Commission Re: Professional Diversity Network, LLC Amendment No. 11 to Registration Statement on Form S-1 Filed February 13, 2013 File No. 333-181594
Dear Ms. Jacobs:
In connection with Amendment No. 11 (the “Amendment”) to the Registration Statement on Form S-1 (the “Registration Statement”) submitted by Professional Diversity Network, LLC (the “Company”), please find below a brief summary of the changes to the prospectus reflected in Amendment No. 11. Please note that the summary below is not intended to point out every change in the prospectus, but instead only highlights some of the substantive changes, in order to aid the Staff in its review.
1. The number of firm shares to be underwritten increased from 1,000,000 shares to 1,820,000, and the expected price range increased from a range of $9.00 to $11.00 to $10.00 to $12.00.
2. As a result of the increase of firm shares to be underwritten, the over-allotment option and proceeds of the offering increased proportionately.
3. As a result of the increase of firm shares to be underwritten, the Company has removed references to it being a “controlled company” under NASDAQ rules.
4. The Company has removed references to LOYAL3 and the IPO CSOP, as it will not be conducting an offering pursuant to a Customer Stock Ownership Plan.
If the Staff has any questions, please contact me or Michael Froy at SNR Denton US LLP. I may be reached at (212) 768-6926 and Mr. Froy at (312) 876-8222.
Sincerely,
/s/ Brian Lee
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CORRESP 1 filename1.htm SEC CORRESPONDENCE February 14, 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. 11 to Registration Statement on Form S-1 Filed February 13, 2013 File No. 333-181594 Dear Ms. Jacobs: In connection with Amendment No. 11 (the “Amendment”) to the Registration Statement on Form S-1 (the “Registration Statement”) submitted by Professional Diversity Network, LLC (the “Company”), please find below a brief summary of the changes to the prospectus reflected in Amendment No. 11. Please note that the summary below is not intended to point out every change in the prospectus, but instead only highlights some of the substantive changes, in order to aid the Staff in its review. 1. The number of firm shares to be underwritten increased from 1,000,000 shares to 1,820,000, and the expected price range increased from a range of $9.00 to $11.00 to $10.00 to $12.00. 2. As a result of the increase of firm shares to be underwritten, the over-allotment option and proceeds of the offering increased proportionately. 3. As a result of the increase of firm shares to be underwritten, the Company has removed references to it being a “controlled company” under NASDAQ rules. 4. The Company has removed references to LOYAL3 and the IPO CSOP, as it will not be conducting an offering pursuant to a Customer Stock Ownership Plan. If the Staff has any questions, please contact me or Michael Froy at SNR Denton US LLP. I may be reached at (212) 768-6926 and Mr. Froy at (312) 876-8222. Sincerely, /s/ Brian Lee Brian Lee cc: James Kirsch