SecProbe.io

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 ipdn20250421_corresp.htm

 April 21, 2025

 BY EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Matthew Crispino

 Jan Woo

 Re: Professional Diversity Network, Inc.

 Registration Statement on Form S-3 filed October 25, 2024, as amended (File No. 333-282831)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, Professional Diversity Network, Inc.‎ (the “Company”) requests the acceleration of the effectiveness of the Registration Statement on Form S-3 (‎333-‎282831‎) (the “Registration Statement”) for April 23, at 4:00 p.m. Eastern Time, or as soon as possible thereafter.

 If you have any questions regarding the foregoing, please call Charles Wu of Troutman Pepper Locke LLP at 312-443-1868.

 Very truly yours,

 /s/ Adam He

 Adam He

 Chief Executive Officer

January 8, 2025
Xin (Adam) He
Chief Executive Officer
Professional Diversity Network, Inc.
55 E. Monroe Street, Suite 2120
Chicago, Illinois 60603
Re:Professional Diversity Network, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed December 13, 2024
File No. 333-282831
Dear Xin (Adam) He:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 15,
2024 letter.
Amendment No. 1 to Registration Statement on Form S-3
Incorporation of Certain Information by Reference, page 2
1.We note your response to prior comment 1.  Please update this section to incorporate
by reference the Form 8-Ks filed on December 10, 2024 and December 23, 2024.
Refer to Securities Act Forms Compliance and Disclosure Interpretation Question
123.05.
Prospectus Supplement Cover Page, page S-1
We note your response to prior comment 2. Item 501(b)(2) of Regulation S-K requires
disclosure of the amount of securities being offered. We do not agree that the
company is permitted to omit the amount of securities when registering an equity line 2.

January 8, 2025
Page 2
financing as a primary offering. Accordingly, please revise to disclose the number of
shares of your common stock being registered for sale to Tumim Stone.
            Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Charles Wu

November 15, 2024
Xin (Adam) He
Chief Executive Officer
Professional Diversity Network, Inc.
55 E. Monroe Street, Suite 2120
Chicago, Illinois 60603
Re:Professional Diversity Network, Inc.
Registration Statement on Form S-3
Filed October 25, 2024
File No. 333-282831
Dear Xin (Adam) He:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Incorporation of Certain Information by Reference, page 2
1.Please update this section to incorporate by reference your Form 10-Q filed on
November 14, 2024. For guidance, refer to Question 123.05 of the Securities
Act Forms Compliance and Disclosure Interpretations.
Cover Page - Common Stock Purchase Agreement, page S-i
2.You disclose on the cover page that you are offering up to a maximum aggregate price
of $2,171,758 of your common stock that may be issued under your purchase
agreement with Tumim Stone Capital LLC. Please revise to disclose the volume of
securities you are offering rather than the dollar amount. Refer to Item 501(b)(2) of
Regulation S-K. Please make a similar revision to the legality opinion filed as Exhibit
5.1.

November 15, 2024
Page 2
3.We note that you are relying on Instruction I.B.6 of Form S-3 to register the offer and
sale to Tumim Stone pursuant to a common stock purchase agreement. Please confirm
that the amount of securities issuable under the equity line agreement will represent
no more than one-third of the company's public float at the time of execution of the
equity line agreement dated June 30, 2023. We note that the company filed a
prospectus supplement on June 30, 2023 relating to the shares to be sold to Tumim
Stone. Please disclose the remaining available capacity under your stock purchase
agreement. Refer to Securities Act Forms Compliance and Disclosure Interpretations
116.21.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Charles Wu

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June
1, 2023

BY
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Matthew
    Derby

    Alexandra
    Barone

    Re:
    Professional
    Diversity Network, Inc.

    Registration
    Statement on Form S-3 filed May 24, 2023 (File No. 333-272156)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, Professional Diversity Network, Inc.‎ (the “Company”) requests the acceleration
of the effectiveness of the Registration Statement on Form S-3 (‎333-‎272156‎) (the “Registration Statement”)
for June 5, 2023, at 4:00 p.m. Eastern Time, or as soon as possible thereafter.

If
you have any questions regarding the foregoing, please call Charles Wu of Locke Lord LLP at 312-443-1868.

    Very
    truly yours,

    /s/
    Adam He

    Adam
    He

    Chief
    Executive Officer

    cc:
    Charles
    Wu ‎

    Locke
    Lord LLP

United States securities and exchange commission logo
May 30, 2023
Xin (Adam) He
Chief Executive Officer
Professional Diversity Network, Inc.
55 E. Monroe Street, Suite 2120
Chicago, Illinois 60603
Re:Professional Diversity Network, Inc.
Registration Statement on Form S-3
Filed May 24, 2023
File No. 333-272156
Dear Xin (Adam) He:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Charles Wu

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Professional
Diversity Network, Inc.

55
E. Monroe Street, Suite 2120

Chicago,
Illinois 60603

May
24, 2023

BY
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Office
    of Technology

    Division of Corporation Finance

    Re:
    Professional
    Diversity Network, Inc.

    Registration
    Statement on Form S-3 filed May 24, 2023

Ladies
and Gentlemen:

We
submit this letter in connection with the concurrent filing of a Registration Statement on Form S-3 covering the resale of 333,181 shares
of common stock, par value $0.01 per share, of Professional Diversity Network, Inc. (the “Company”) held by the selling stockholder
named therein.

We
note that the Company has obtained and is relying on a waiver dated March 15, 2023, from the Division of Corporation Finance, acting
for the Commission pursuant to delegated authority, under Rule 437 to dispense with the consent of its predecessor auditor who issued
an audit letter for the Company’s financial statements as of and for the year ended December 31, 2021. The Company has made the
requisite disclosures as noted in the Financial Reporting Manual (Section 4820.2).

If
you have any questions regarding the foregoing, please call Charles Wu of Locke Lord LLP at 312-443-1868.

    Very
    truly yours,

    /s/
    Adam He

    Adam
    He

    Chief
    Executive Officer

    cc:
    Charles
    Wu ‎

    Locke
    Lord LLP

CORRESP
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  January 26, 2023

BY
EDGAR

Securities
and Exchange Commission

100 F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Jan Woo

                                                         Marion Graham

    Re:
    Professional
    Diversity Network, Inc.

    Registration
    Statement on Form S-3 filed January 19, 2023 (File No. 333-269304)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, Professional Diversity Network, Inc. (the “Company”) requests the acceleration
of the effectiveness of the Registration Statement on Form S-3 (333-269304) (the “Registration Statement”) for January 30,
2023, at 4:00 p.m. Eastern Time, or as soon as possible thereafter.

If
you have any questions regarding the foregoing, please call Charles Wu of Locke Lord LLP at 312-443-1868.

    Very
    truly yours,

    Adam
    He

    Chief
    Executive Officer

    cc:
    Charles
    Wu

    Locke
    Lord LLP

United States securities and exchange commission logo
January 24, 2023
Adam He
Chief Executive Officer
Professional Diversity Network, Inc.
55 E. Monroe Street, Suite 2120
Chicago, Illinois 60603
Re:Professional Diversity Network, Inc.
Registration Statement on form S-3
Filed January 19, 2023
File No. 333-269304
Dear Adam He:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham, Law Clerk, at 202-551-6521 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Charles Wu

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October
22, 2021

BY
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Anna Abramson

    Re:

    Professional
    Diversity Network, Inc.

    Registration
    Statement on Form S-3 filed October 18, 2021 (File No. 333-260316)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, Professional Diversity Network, Inc.‎ (the “Company”) requests the acceleration
of the effectiveness of the Registration Statement on Form S-3 (‎333-‎260316‎) (the “Registration Statement”)
for October 26, 2021, at 4:00 p.m. Eastern Time, or as soon as possible thereafter.

If
you have any questions regarding the foregoing, please call Charles Wu of Locke Lord LLP at 312-443-1868.

    Very
    truly yours,

    /s/
    Adam He

    Adam
    He

    Chief
    Executive Officer

    cc:

    Charles
    Wu ‎

    Locke
    Lord LLP

United States securities and exchange commission logo
October 20, 2021
Xin (Adam) He
Chief Executive Officer
Professional Diversity Network, Inc.
55 E. Monroe Street, Suite 2120
Chicago, Illinois 60603
Re:Professional Diversity Network, Inc.
Registration Statement on Form S-3
Filed October 18, 2021
File No. 333-260316
Dear Mr. He:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Charles Wu

September 14, 2018
Jiangping (Gary) Xiao
Chief Financial Officer
Professional Diversity Network, Inc.
801 W. Adams Street, Sixth Floor
Chicago, Illinois 60607
Re:Professional Diversity Network, Inc.
Registration Statement on Form S-3
Filed September 10, 2018
File No. 333-227249
Dear Mr. Xiao:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bernard Nolan, Attorney-Advisor, at (202) 551-6515 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Benjamin Tan

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Professional
Diversity Network, Inc.

801
W. Adams Street, Sixth Floor

Chicago,
Illinois 60607

VIA
EDGAR

September
14, 2018

Bernard
Nolan, Attorney-Advisor

Jan
Woo, Legal Branch Chief

Division
of Corporation Finance

Office
of Information Technologies

and
Services

United
States Securities and Exchange Commission

Mail
Stop 3233

Washington,
D.C. 20549

    Re:
    Professional
    Diversity Network, Inc.

    Registration
    Statement on Form S-3

    Filed
    September 10, 2018

    File
    No. 333-227249

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Professional Diversity
Network, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement
on Form S-3 (the “S-3 Registration Statement”) be accelerated to, and that the S-3 Registration Statement become effective
at, 4:00 p.m., Eastern Standard Time on September 18, 2018, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which
case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance
with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s
U.S. counsel, Sichenzia Ross Ference LLP.

The
Company hereby acknowledges the following:

    ●
    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the
    filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

    Very
    truly yours,

    Professional
    Diversity Network, Inc.

    By:
    /s/
    Jiangping (Gary) Xiao

    Name:
    Jiangping
(Gary) Xiao

    Title:

    Chief
    Financial Officer

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February 10, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:

Professional Diversity Network, Inc.

Registration Statement on Form S-1

File No. 333-215388

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Professional Diversity Network, Inc. (the “Company”) hereby requests that the effective date of its registration statement on Form S-1 (File No. 333-215388), as amended (the “Registration Statement”), be accelerated by the Securities and Exchange Commission (the “Commission”) to 10:00 a.m. EST on February 13, 2017, or as soon as practicable thereafter.

Very truly yours,

Professional Diversity Network, Inc.

By:

/s/ Chris Wesser

Name:

Chris Wesser

Title:

Executive Vice President

& Secretary

cc:

Stacey Kern, Esq.

Greenberg Traurig, LLP

Mail Stop 4561

January 9, 2017

Maoji (Michael) Wang
Chief Executive Officer
Professional Diversity Network, Inc .
801 W. Adams Street, Sixth Floor
Chicago, Illinois 60607

Re: Professional Diversity Network, Inc .
  Registration Statement on Form S-1
Filed  December 30, 2016
  File No.  333-215388

Dear Mr. Wang :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the st aff.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447, or in his absence, me at
(202) 551 -3453, with any questions.   If you require further assistance, please contact Barbara C.
Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:  Stacey T. Kern , Esq.
Greenberg Traurig, LLP

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October 11, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:          David L. Orlic, Special Counsel

Re:         Professional Diversity Network, Inc.

Schedule TO-I

Filed September 28, 2016

 File No. 005-87999

Dear Mr. Orlic:

On behalf of Professional Diversity Network, Inc. (“PDN”), set forth below is PDN’s response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated October 5, 2016 with respect to the above referenced Schedule TO-I of PDN (the “Schedule TO”).

For reference purposes, the text of the letter has been reproduced herein with responses below each numbered comment. For your convenience, the reproduced Staff comments from the letter have been italicized.

General

1.     Please clarify disclosure to state that the Share Issuance will close after expiration of the tender offer.

PDN has filed an amendment to the Schedule TO which discloses that the Share Issuance will close after expiration of the tender offer.

Board Representation Rights, page 28

2.     Disclosure indicates that certain information called for by Rule 14f-1 is provided in the Offer to Purchase. Please confirm that you will transmit to security holders all information called for by that rule not less than 10 days prior to the date any applicable director takes office.

PDN confirms that it will file with the SEC a Schedule 14F and transmit to security holders all information called for by Rule 14f-1 not less than 10 days prior to the date any applicable director takes office.

ALBANY

AMSTERDAM

ATLANTA

AUSTIN

BOCA RATON

BOSTON

CHICAGO

DALLAS

DELAWARE

DENVER

FORT LAUDERDALE

HOUSTON

LAS VEGAS

LONDON*

LOS ANGELES

MEXICO CITY+

MIAMI

MILAN**

NEW JERSEY

NEW YORK

NORTHERN VIRGINIA

ORANGE COUNTY

ORLANDO

PHILADELPHIA

PHOENIX

ROME**

SACRAMENTO

SAN FRANCISCO

SEOUL∞

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TEL AVIV^

WARSAW~

WASHINGTON, D.C.

WESTCHESTER COUNTY

WEST PALM BEACH

*   OPERATES AS

     GREENBERG TRAURIG MAHER LLP

+        OPERATES AS

     GREENBERG TRAURIG, S.C.

* *   STRATEGIC ALLIANCE

∞        OPERATES AS

      GREENBERG TRAURIG LLP

      FOREIGN LEGAL CONSULTANT OFFICE

^    A BRANCH OF

      GREENBERG TRAURIG, P.A.,

      FLORIDA, USA

~    OPERATES AS

     GREENBERG TRAURIG GRZESIAK SP.K.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000  n  Ft. Lauderdale, Florida 33301  n  Tel 954.765.0500  n  Fax 954.765.1477

October 11, 2016

Page 2 of 2

* * * * *

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions, comments or requests for further information to me at 954-768-8232 or email at greenl@gtlaw.com.

Very truly yours,

GREENBERG TRAURIG, P.A.

/s/

Laurie L. Green

Laurie L. Green

cc:

David Mecklenburger

Chief Financial Officer

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

October  5, 2016

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

Re: Professional Diversity Network, Inc.
Schedule TO -I
Filed on September 28, 2016
  File No.  005-87999

Dear Ms. Green :

We have reviewed your filing and have the  following comment s.

General

1. Please clarify disclosure to state that the Share Issuance will close  after exp iration of the
tender offer.

Board  Representation Rights, page 28

2. Disclosure indicates that certain information called for by Rule 14f -1 is provided in the
Offer to Purchase .  Please confirm that you will transmit to security holders all
information called for by that rule not less than 1 0 days prior to the date any applicable
director takes office.

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

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September 15, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:          David L. Orlic, Special Counsel

Re:          Professional Diversity Network, Inc.

Schedule TO-C

Filed August 15, 2016

File No. 005-87999

Dear Mr. Orlic:

On behalf of Professional Diversity Network, Inc. (“PDN”), set forth below is the Company’s response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated September 8, 2016 with respect to the above referenced Schedule TO-C of PDN (the “Schedule TO”).

For reference purposes, the text of the letter has been reproduced herein with responses below each numbered comment. For your convenience, the reproduced Staff comments from the letter have been italicized.

General

1. We note your response to prior comment 3. Please provide a more detailed analysis as to whether, for purposes of Rule 14e-5(c)(3)(iv), CFL is acting in concert with PDN in connection with CFL’s purchase of PDN common stock outside the tender offer. We note that (1) the tender offer is a central term of the Purchase Agreement, (2) to the extent that the tender offer is successful, CFL will not need to expend additional funds to acquire control of PDN and (3) the tender offer cannot be completed without the financing of the Share Issuance and Sale to CFL.

Response:

CFL is not acting in concert with PDN for purposes of Rule 14e-5(c)(3)(iv) in connection with the Share Issuance

ALBANY

AMSTERDAM

ATLANTA

AUSTIN

BOCA RATON

BOSTON

CHICAGO

DALLAS

DELAWARE

DENVER

FORT LAUDERDALE

HOUSTON

LAS VEGAS

LONDON*

LOS ANGELES

MEXICO CITY+

MIAMI

MILAN**

NEW JERSEY

NEW YORK

NORTHERN VIRGINIA

ORANGE COUNTY

ORLANDO

PHILADELPHIA

PHOENIX

ROME**

SACRAMENTO

SAN FRANCISCO

SEOUL∞

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TEL AVIV^

WARSAW~

WASHINGTON, D.C.

WESTCHESTER COUNTY

WEST PALM BEACH

*   OPERATES AS

     GREENBERG TRAURIG MAHER LLP

+        OPERATES AS

     GREENBERG TRAURIG, S.C.

* *   STRATEGIC ALLIANCE

∞        OPERATES AS

      GREENBERG TRAURIG LLP

      FOREIGN LEGAL CONSULTANT OFFICE

^    A BRANCH OF

      GREENBERG TRAURIG, P.A.,

      FLORIDA, USA

~    OPERATES AS

     GREENBERG TRAURIG GRZESIAK SP.K.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000  n  Ft. Lauderdale, Florida 33301  n  Tel 954.765.0500  n  Fax 954.765.1477

September 15, 2016

Page 2 of 6

While we acknowledge that Cosmic Forward Limited (“CFL”) and PDN are both parties to the stock purchase agreement dated August 12, 2016 (the “Purchase Agreement”), pursuant to which PDN has agreed to issue to CFL, and CFL has agreed to purchase from PDN, such number of newly-issued shares of PDN’s common stock equal to 51% of the outstanding shares of PDN common stock, on a fully-diluted basis, in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder (the “Share Issuance”), for the reasons set forth below, which are organized to address each of the points noted in your comment, PDN does not believe CFL is acting in concert with PDN in connection with CFL’s purchase of PDN common stock outside the tender offer for purposes of Rule 14e-5(c)(3)(iv):

·
(1) the tender offer is a central term of the Purchase Agreement:  The tender offer is merely an incidental component, and not a central term, of the Purchase Agreement.  Rather, the Share Issuance is the central term of the Purchase Agreement and represents the fundamental essence of the deal between CFL and PDN.  The Share Issuance was negotiated at arm’s-length between CFL and PDN as the means by which CFL would acquire shares of PDN’s common stock equal to 51% of the outstanding shares of PDN common stock, on a fully-diluted basis.  The Share Issuance is structured as a private placement by PDN of newly issued shares of PDN common stock to CFL pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.  The Share Issuance and the tender offer are two completely separate and unrelated transactions that should not be comingled or collapsed together, notwithstanding that they are both contained in the same Purchase Agreement.

Representatives of PDN’s senior management and its Board of Directors, as well as PDN’s financial advisors and legal counsel, negotiated and structured the material terms of the tender offer as a method of providing liquidity to PDN’s stockholders at a substantial premium for their shares for the sole benefit of PDN’s stockholders.  As the Share Issuance would result in a “change-in-control” of PDN under Delaware law, and because the Share Issuance would not itself result in any payment of a “control premium” to the stockholders of PDN, as would be the case in a merger transaction (in which the stockholders would receive the merger consideration in exchange for their shares), PDN’s Board of Directors, in consultation with its financial advisors and legal counsel, negotiated a mechanism that would afford PDN’s stockholders the opportunity to receive, at least to some extent, the same exact per-share “control premium” being paid by CFL to PDN for newly issued shares of PDN’s common stock in the Share Issuance.  PDN’s Board of Directors, in consultation with its financial advisors and legal counsel, believed that providing this opportunity to receive liquidity at a substantial control premium to PDN’s stockholders in this transaction was consistent with its fiduciary duties under Delaware law and in the best interests of PDN and its stockholders.  Although PDN’s Board of Directors considered various methods of providing this liquidity to PDN’s stockholders in connection with the transaction, including the declaration of a special dividend to all stockholders on a pro rata basis in lieu of the tender offer, PDN’s Board of Directors believed the tender offer to be the optimal method of providing such liquidity, particularly since the special dividend alternative would likely result in adverse tax consequences to PDN’s stockholders.  Further, PDN’s financial advisors advised PDN that PDN’s stockholders in general would be more receptive to an opportunity to participate in the tender offer, rather than a special dividend, because stockholders could choose to cash out at a substantial premium (representing a 126% premium to the closing price of PDN’s common stock on Nasdaq on August 12, 2016) for all or any portion of their shares, subject to pro rata cut-back in the tender offer, or retain all or any portion of their equity interest in a company that has more capital to pursue its long term strategies to generate returns for its investors.  In other words, PDN’s Board of Directors believed the tender offer provided more flexibility and potentially greater liquidity to PDN’s stockholders than a special dividend would and, therefore, would be viewed more favorably by PDN’s stockholders.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

September 15, 2016

Page 3 of 6

Although CFL did not object to PDN’s request that it be permitted to conduct the tender offer, CFL was completely neutral with respect to the tender offer. CFL did not request that the tender offer be a component of the transaction, nor did it object to the tender offer.  CFL did not dictate or advise PDN as to the structure, size, timing or terms of the tender offer. PDN alone, in consultation with its financial advisors and legal counsel, established the structure, size, timing and terms of the tender offer and made provision therefor in the Purchase Agreement solely for the reasons described below. While such terms and provisions were reviewed by CFL as part of its review of the Purchase Agreement, CFL was completely neutral as to the specific terms of the tender offer, or as to whether or not the tender offer even occurred. CFL’s only interest was to purchase 51% of PDN’s common stock on a fully-diluted basis in the Share Issuance.  The tender offer, the “call option” and the requirement for the parties to honor the pre-existing co-sale rights of a PDN stockholder, all of which impact the total number of shares to be issued by PDN to CFL to enable CFL to purchase 51% of PDN’s outstanding common stock on a fully-diluted basis, were all incidental to the Share Issuance, which was the primary method by which CFL would acquire its controlling interest in PDN, and were included in the Purchase Agreement either at the request of PDN or to honor existing contractual rights.  For instance, the “call option” was included only as a mechanism to ensure that CFL would end up with 51% of PDN’s common stock on a fully diluted basis, after giving effect to the tender offer that PDN requested it be permitted to conduct for the benefit of its stockholders.

Lastly, the fact that provisions relating to the tender offer and the Share Issuance are contained in the same Purchase Agreement is purely for logistical and ministerial purposes only, and only to provide (i) an acknowledgement by CFL that PDN would be conducting the tender offer during the term of the Purchase Agreement and (ii) a clear exception to the interim covenants contained in the Purchase Agreement which, but for the tender offer covenant contained in the Purchase Agreement, would expressly prohibit PDN from conducting the tender offer during the term of the Purchase Agreement (i.e., the interim covenants contained in Section 4(j) of the Purchase Agreement expressly prohibit PDN from redeeming, repurchasing or acquiring, or offering to redeem, repurchase or acquire any PDN securities). In other words, the tender offer covenant is included in the Purchase Agreement because without it, PDN would be prohibited from conducting the tender offer during the term of the Purchase Agreement by the express terms of the Purchase Agreement. Nothing more should be read into the parties’ decision to include provisions for both the Share Issuance and the tender offer together in the same Purchase Agreement.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

September 15, 2016

Page 4 of 6

·
(2) to the extent that the tender offer is successful, CFL will not need to expend additional funds to acquire control of PDN:  The fact that CFL need not expend additional funds if the tender offer is successful is purely coincidental and, as we have been advised by CFL and its advisors, did not influence CFL’s decision to execute the Purchase Agreement.  CFL negotiated a transaction in which it would acquire 51% of PDN’s common stock, on a fully diluted basis, at $1.20 per share, regardless of the number of shares that it would be required to purchase from PDN in order to reach that level of equity ownership.  CFL did not cap its offer to acquire a control stake in PDN at any maximum aggregate purchase price, nor did it condition its offer on there being no more than a certain maximum number of fully diluted shares of PDN’s common stock outstanding that would have necessitated a reduction in the number of outstanding shares of PDN’s common stock (either through an issuer tender offer or otherwise).  CFL’s offer to PDN was to acquire that number of shares of PDN’s common stock that will result in CFL acquiring 51% of the outstanding shares of PDN’s common stock on a fully diluted basis at $1.20 per share, regardless of the actual number of shares of PDN’s common stock it is required to purchase and regardless of whether the tender offer occurs or not.  The fact that CFL may pay less to acquire this ownership threshold as a result of the tender offer is purely coincidental and was not a reason for including provisions relating to the tender offer in the Purchase Agreement. In fact, if PDN purchases shares in the tender offer, it will distribute to tendering shareholders a substantial portion of the cash that CFL is investing.  This means that CFL would take control of PDN with PDN holding less cash than CFL invested because of the tender offer.

·
(3) the tender offer cannot be completed without the financing of the Share Issuance and Sale to CFL: The closing of the Share Issuance was structured to occur prior to the expiration of the tender offer in order to satisfy the requirements under the federal securities laws and Staff interpretations that (1) the tender offer remain open for five business days following the satisfaction of the financing condition and (2) all conditions be satisfied or waived prior to the expiration of the tender offer.  As a result, PDN does not believe that the timing of the closing of the financing for the tender offer is relevant to whether PDN is acting in concert with CFL.  Further, the Share Issuance is not conditioned on the completion of the tender offer, and the Share Issuance will close even if the tender offer does not.

Rule 14e-5 was not intended to cover the Share Issuance

Rule 14e-5 is intended to prevent fraudulent and manipulative practices in tender offers involving purchases or arrangements to purchase securities outside of a tender offer. Rule 14e-5, and its predecessor Rule 10b-13, were adopted by the Commission to prevent an offeror from dealing with a holder of the target company's securities outside a tender offer, to the detriment of persons who tender into the tender offer, for example by purchasing that holder's securities outside the offer on more favorable terms. See generally, Adoption of Rule 10b-13, Exchange Act Release No. 8712 (October 8, 1969); Adoption of Rule 14e-5, Exchange Act Release No. 33-7760 (October 27, 1999).

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

September 15, 2016

Page 5 of 6

For the reasons set forth below, PDN does not believe the tender offer will not involve any of the abuses intended to be addressed by Rule 14e-5:

·
CFL is purchasing newly issued shares from PDN pursuant to the Purchase Agreement entered into prior to the date the tender offer was first published, sent or given to stockholders, and not in the open market.

·
Because the shares to be issued to CFL in the Share Issuance are not being purchased in the open market, but are rather being purchased directly from PDN, no stockholders of PDN are being treated more favorably than stockholders who tender into the tender offer as a result of the Share Issuance.

·
The Share Issuance would not harm persons who have tendered into the tender offer because CFL is purchasing shares from PDN at the same exact price as the tender offer price.  The purchase price in the tender offer was set by PDN’s Board of Directors in order to afford PDN’s stockholders the opportunity to receive, at least to some extent, the same exact per-share “control premium” being paid by CFL to PDN for newly issued shares of PDN’s common stock in the Share Issuance.

The Share Issuance is exempt pursuant to Rule 14e-5(b)(7)

PDN further believes that the Share Issuance complies with Rule 14e-5 because the Share Issuance satisfies the requirements specified in Rule 14e-5(b)(7). In particular:

·
The Purchase Agreement was entered into before public announcement of the tender offer.

·
The Purchase Agreement is unconditional and binding on all parties thereto, subject only to customary closing conditions that are outside the control of the parties to the Purchase Agreement.  The Purchase Agreement is not conditioned on the completion of the tender offer.

·
The existence of the Purchase Agreement and all material terms thereof, including quantity, price and parties will be disclosed in PDN’s tender offer materials.

The staff did not object to a similar structure in the issuer tender offer by NCR Corporation where NCR issued convertible preferred stock to an investo

September 8, 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
Response dated August 30, 2016
  File No.  005-87999

Dear Ms. Green :

We have reviewed your response and have the following comment .

General

1. We note your response to prior comment 3 .  Please provide a more detailed  analysis as to
whether, for purposes of Rule 14e -5(c)(3)(iv), CFL is acting in concert with PDN in
connection with CFL’s purchase of PDN common stock  outside the tender offer . We note
that (1) the tender offer is a central term of the Purchase Agreement , (2) to the exten t that
the tender offer is successful, CFL will not need to expend additional funds to acquire
control of PDN and (3) the tender offer cannot be  completed without the financing  of the
Share Issuance and Sale  to CFL .

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

Sincerely,

 /s/ David L. Orlic

David L. Orlic
Special  Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

August 30, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:          David L. Orlic, Special Counsel

Re:          Professional Diversity Network, Inc.

Schedule TO-C

Filed August 15, 2016

File No. 005-87999

Dear Mr. Orlic:

On behalf of Professional Diversity Network, Inc. (“PDN”), set forth below is PDN’s response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated August 23, 2016 with respect to the above referenced Schedule TO-C of PDN.

For reference purposes, the text of the letter has been reproduced herein with responses below each numbered comment. For your convenience, the reproduced Staff comments from the letter have been italicized.

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 outstanding shares on CFL’s behalf.

Response:

PDN will be identified as the sole offeror in the Schedule TO.  Cosmic Forward Limited, a Republic of Seychelles company wholly-owned by a group of Chinese investors  (“CFL”), has not been identified as a “bidder” (as defined in Rule 14d-1(g)(2) of Regulation 14D) in the issuer tender offer (the “Tender Offer”) for up to 2.5 million shares of common stock of PDN (the “Common Stock”) because we have concluded that CFL is neither a person making the Tender Offer nor on whose behalf the Tender Offer is made.  In reaching this conclusion, we considered, among other things, the Staff’s analysis and interpretive position set forth in Section II.D.2 of the Commission’s Division of Corporation Finance Current Issues and Rulemaking Projects (November 14, 2000), as updated (the “CIRP”), which describes the factors the Staff will consider in connection with determining the “bidder” in a tender offer.

ALBANY

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ROME**

SACRAMENTO

SAN FRANCISCO

SEOUL∞

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TEL AVIV^

WARSAW~

WASHINGTON, D.C.

WESTCHESTER COUNTY

WEST PALM BEACH

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     GREENBERG TRAURIG MAHER LLP

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     GREENBERG TRAURIG, S.C.

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      GREENBERG TRAURIG LLP

      FOREIGN LEGAL CONSULTANT OFFICE

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      FLORIDA, USA

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     GREENBERG TRAURIG GRZESIAK SP.K.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000  n  Ft. Lauderdale, Florida 33301  n  Tel 954.765.0500  n  Fax 954.765.1477

August 30, 2016

Page 2 of 6

In determining that neither CFL nor any other entity should be included as a bidder, we considered the following relevant factors outlined in Section II.D.2 of the CIRP:

·

Did CFL play a significant role in initiating, structuring, and negotiating the Tender Offer?  The Tender Offer is contemplated by the stock purchase agreement between PDN and CFL dated August 12, 2016 (the “Purchase Agreement”).  Pursuant to the Purchase Agreement, PDN will issue and sell to CFL in a private placement a number of shares of Common Stock such that CFL will hold shares of Common Stock equal to approximately 51% of the outstanding shares of Common Stock, determined on a fully-diluted basis, after giving effect to the consummation of the transactions contemplated by the Purchase Agreement, including the Tender Offer (the “Share Issuance and Sale”).  The Purchase Agreement was negotiated on an arm’s length basis between unaffiliated parties.

Although the Tender Offer is contemplated by the Purchase Agreement, it was included in the Purchase Agreement at PDN’s request.  PDN and its bankers negotiated and structured the material terms of the Tender Offer solely to provide liquidity to PDN’s stockholders for the benefit of PDN’s stockholders.  CFL did not play a significant role in initiating, structuring or negotiating the Tender Offer.  CFL was and is neutral as to whether the Tender Offer occurs because the terms of the Purchase Agreement ensure that CFL will obtain a 51% ownership interest in PDN following the consummation of the transactions contemplated by the Purchase Agreement regardless of the amount of shares PDN acquires in the Tender Offer or whether or not it occurs.  The Tender Offer merely impacts the ultimate number of shares to be issued to CFL to get it to 51% ownership in PDN following consummation of the transactions.  We note, in particular, that completion of the Tender Offer is not a condition to completion of the Share Issuance and Sale.

·
Is CFL acting together with the named bidder?  No.  PDN is acting solely on its own in connection with the purchase of Common Stock in the Tender Offer to provide liquidity to PDN stockholders.

·
To what extent did or does CFL control the terms of the offer?  CFL does not and did not control the terms of the Tender Offer.  The terms of the Tender Offer were initiated and structured by PDN.  CFL has certain consent rights pursuant to the Purchase Agreement with respect to the ability of PDN to (1) terminate or withdraw the Tender Offer, (2) amend, change or waive any term of condition of the Tender Offer, (3) reduce or extend the time period during which the Tender Offer remains open or (4) take any action that would reasonably be expected to unreasonably delay consummation of the Tender Offer.  However, these consent rights were intended simply to assure CFL that the financial terms on which PDN proposed, on an arm’s length basis, to conduct the Tender Offer could not be varied unilaterally by PDN. These terms protect CFL’s position in PDN’s capital structure and the financial terms of its investment, but do not afford CFL control over PDN or the terms of the Tender Offer.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

August 30, 2016

Page 3 of 6

·
Is CFL providing financing for the Tender Offer, or playing a primary role in obtaining financing?  It is anticipated that substantially all of the funds to be used to purchase Common Stock in the Tender Offer will come from the proceeds of the Share Issuance and Sale.  While CFL is providing financing for the Tender Offer, this is only one fact to be considered in determining whether CFL is a bidder.

·
Does the person control the named bidder, directly or indirectly?  No.  Neither CFL nor any of its control persons currently own any shares of Common Stock of PDN or otherwise control PDN, directly or indirectly.  No such interest will arise until the closing of the Share Issuance and Sale.

·
Did the person form the nominal bidder, or cause it to be formed?  No.  PDN is not a nominal bidder.  Rather, PDN is an established, publicly traded company with substantive operations and assets that are unrelated to the Tender Offer.  PDN had revenues of approximately $38.6 million for the year ended December 31, 2015 and total assets of $37.4 million as of June 30, 2016.

·
Would the person beneficially own the securities purchased by the named bidder in the Tender Offer or the assets of the target company?  No, all shares of PDN Common Stock which PDN acquires in the Tender Offer will be cancelled.  CFL will not beneficially own the shares that are purchased in the Tender Offer.  Importantly, the number of shares purchased in the Tender Offer will not impact the ultimate beneficial ownership percentage of CFL in PDN Common Stock following consummation of all of the transactions contemplated by the Purchase Agreement.  Pursuant to the terms of the Purchase Agreement, CFL will own that number of shares that constitutes 51% of PDN’s then-outstanding shares of Common Stock, determined on a fully-diluted basis, regardless of the number of shares PDN purchases in the Tender Offer.

Further, the CIRP states that the Staff would consider the degree to which the other party benefits from the transaction.  In this case, CFL will receive no benefit from the Tender Offer, as its percentage ownership of the outstanding Common Stock would not be affected by the results of the Tender Offer. The Tender Offer is being conducted for the sole purpose of providing liquidity to PDN’s stockholders for the sole benefit of PDN’s stockholders.

For the foregoing reasons, the offer is being made by and on behalf of PDN solely.  Accordingly, neither CFL nor any other entity is a “bidder” in this context.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

August 30, 2016

Page 4 of 6

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 amended to disclose this material change and five business days will remain in the offer following this disclosure.

Response:

We confirm that the Schedule TO will be amended to disclose the consummation of the Share Issuance and Sale and that five business days will remain in the offer following this disclosure.

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 analysis may differ depending on which entity or entities are bidders in the Tender Offer.

Response:

Rule 14e-5 of the Exchange Act prohibits any “covered person,” including the offeror and its affiliates, from directly or indirectly purchasing or arranging to purchase any subject securities or any related securities except as part of the Tender Offer. This prohibition applies from the time of public announcement of the Tender Offer until the Tender Offer expires.

Rule 14e-5 does not apply to the purchase of shares by CFL in the Share Issuance and Sale or the Co-Sale Right, as defined below, because CFL is not a “covered person” as defined in Rule 14e-5.  Pursuant to the Co-Sale Right, an existing stockholder of PDN has the right under a separation agreement with PDN dated July 16, 2015 to sell his shares to CFL upon the same terms and conditions as set forth in the Purchase Agreement.

For purposes of Rule 14e-5, “Covered person” means:

(i) The offeror and its affiliates;

(ii) The offeror's dealer-manager and its affiliates;

(iii) Any advisor to any of the persons specified in paragraph (c)(3)(i) and (ii) of this section, whose compensation is dependent on the completion of the offer; and

(iv) Any person acting, directly or indirectly, in concert with any of the persons specified in this paragraph (c)(3) in connection with any purchase or arrangement to purchase any subject securities or any related securities.

As discussed above in response 1, we believe that PDN is the sole offeror in the Tender Offer.  Therefore, CFL is not an offeror pursuant to Rule 14e-5(c)(3)(i).  Further, prior to the purchase of Common Stock in the Share Issuance and Sale and pursuant to the Co-Sale Right, CFL will not be an affiliate of PDN as it currently does not own any shares of Common Stock of PDN, nor do any of CFL’s officers, directors or control persons own any shares of Common Stock of PDN or have any other relationship to PDN.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

August 30, 2016

Page 5 of 6

Further, as discussed above, we do not believe CFL is acting in concert with PDN in connection with the purchase of the Common Stock in the Tender Offer pursuant to Rule 14e-5(c)(3)(iv).  As a result, we do not believe Rule 14e-5 applies to the Share Issuance and Sale and the Co-Sale Right.

In addition, PDN has structured the purchase of any Call Option Shares pursuant to the Call Option to close on the 11th business day following the expiration of the Tender Offer so as to comply with Rule 13e-4(f)(6) of the Exchange Act.  Rule 13e-4(f)(6) prohibits the issuer or any affiliate from purchasing Common Stock otherwise than pursuant to the Tender Offer prior to ten business days following the expiration of the Tender Offer.  After the closing of the Share Issuance and Sale, CFL will become an affiliate of PDN, and, therefore, its purchase of the Call Option Shares would be subject to Rule 13e-4(f)(6).

4. We note disclosure in the last paragraph on page 1 that the Call Option will be triggered if immediately 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, given 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.

On the closing of the Share Issuance and Sale, which will occur at least five business days before the expiration of the Tender Offer, PDN will issue to CFL a number of shares that constitutes 51% of PDN’s then-outstanding shares of Common Stock, determined on a fully-diluted basis, and assuming that the Tender Offer is fully subscribed.

If PDN acquires fewer than the full 2.5 million shares in the Tender Offer, CFL’s percentage ownership of PDN’s then-outstanding shares of Common Stock, determined on a fully-diluted basis, would be below 51% because there will be a greater number of shares outstanding than assumed at the time of the closing of the Share Issuance and Sale.  In such a case, CFL, beginning 11 business days after the expiration of the Tender Offer, would have an option (the “Call Option”) to purchase, at a price per share equal to the price paid in the Share Issuance and Sale, such additional number of shares of Common Stock (the “Call Option Shares”) as are necessary for the previously issued shares of Common Stock plus the Call Option Shares to equal 51% of the then-outstanding shares of Common Stock, determined on a fully-diluted basis, taking into account the issuance of the Call Option Shares.

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

August 30, 2016

Page 6 of 6

* * * * *

The Company acknowledges that (a) it is responsible for the adequacy and accuracy of the disclosure in the filings, (b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings, and (c) 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.

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions, comments or requests for further information to me at 954-768-8232 or email at greenl@gtlaw.com.

Very truly yours,

GREENBERG TRAURIG, P.A.

/s/     Laurie L. Green

Laurie L. Green

cc:

David Mecklenburger

Chief Financial Officer

GREENBERG TRAURIG, P.A.  n  ATTORNEYS AT LAW  n  WWW.GTLAW.COM

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

July 17 , 2015

Mr. James Kirsch
Chief Executive Officer
Professional Diversity Network, Inc.
801 W. Adams Street, Suite 600
Chicago, IL 60607

Re: Professional Diversity Network, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 31, 2015
File No. 001-35824

Dear Mr. Kirsch :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the 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 Un ited States.  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 rules require.

Sincerely,

 /s/ Craig D. Wilson

Craig D . Wilson
Senior Assistant Chief Accountant

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801 W. Adams Street, Suite 600

Chicago, IL 60607

June 26, 2015

VIA EDGAR AND EMAIL

Craig D. Wilson, Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:          Professional Diversity Network, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 31, 2015

File No. 001-35824

Dear Mr. Wilson:

On behalf of Professional Diversity Network, Inc. (the “Company”), this letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in your letter dated June 23, 2015 addressed to the Company with respect to the Company’s Annual Report on Form 10-K, filed with the Commission on March 31, 2015 (the “10-K”). For your convenience, we have included the Staff’s comments below in bold text with the Company’s responses to each such comment following.

1.

You state here that, “Based on this evaluation and because of the material weakness described below, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures [emphasis added] were not effective as of the end of the period covered in this Annual Report on Form 10-K.” Please amend your Form 10-K and include these disclosures, revised to conclude on your internal controls over financial reporting as of December 31, 2014 or the end of the period covered by this report. Refer to Item 308(a)(3) of Regulation S-K.

The Company agrees with the Staff’s comment and notes that this statement reflects a scrivener’s error in which the Company inadvertently referred to the Company’s disclosure controls and procedures in lieu of its internal control over financial reporting. The Company’s chief executive officer and chief financial officer concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2014, but did not intend to make a duplicative statement with respect to the effectiveness of the Company’s disclosure controls and procedures. The Company will revise the disclosure in its future filings to provide the disclosure required by Item 308(a)(3) of Regulation S-K.

Craig D. Wilson

Securities and Exchange Commission

June 26, 2015

Page 2 of 3

We understand that in similar circumstances, the Staff has previously not required an amendment be made to a Form 10-K as long as the registrant provides in its response letter Management’s Report on Internal Control over Financial Reporting for the applicable fiscal year (See e.g., Response Letter of ETFS Asian Gold Trust, dated January 9, 2015 and Response Letter of ETFS White Metals Basket Trust, dated January 9, 2015). We also understand that in circumstances where a registrant has mistakenly referred to internal control over financial reporting in lieu of its disclosure controls and procedures, the Staff has been willing to accept a commitment to revise the disclosure in its future filings to provide the required disclosure, rather than requiring the filing of an amended report (See Response Letter of Synthesis Energy Systems Inc., dated December 15, 2014). Accordingly, the Company respectfully requests that an amendment to the 10-K not be required to address this comment.

2.

Please amend your Form 10-K to include as an exhibit a consent from your independent registered public accountants stating they have issued their report dated March 31, 2015, with respect to the consolidated financial statements included in the Annual Report of Professional Diversity Network, Inc. on Form 10-K for the year ended December 31, 2014 and that they consent to the incorporation by reference of said report in the Registration Statements of Professional Diversity Network, Inc. on Form S-3 (File No. 333-201341) and Form S-8 (File No. 333-203156).

The Company respectfully disagrees with the Staff’s comment that a consent from its independent registered public accounting firm was required to be filed as an exhibit to the 10-K in accordance with Item 601(b)(23) of Regulation S-K. With respect to the Form S-8 (File No. 333-203156), the Company’s opinion is that it was not necessary to include a consent with the 10-K because the 10-K was not incorporated by reference into the Company’s Form S-8 because at the time that the 10-K was filed, the Company had no currently effective Form S-8 on file. The filing of the 10-K, filed with the Commission at 5:25 p.m. Eastern Time on March 31, 2015, preceded the filing of the Form S-8, which was filed at 5:30 p.m. Eastern on the same date. The Form S-8 did, in fact, include as an exhibit a consent of the Company’s independent registered public accounting firm stating that it consented to the incorporation by reference into the Form S-8 of its report with respect the audit of the Company’s consolidated financial statements as of December 31, 2014 and 2013, and therefore the Company’s financial statements for the years ended December 31, 2014 and 2013 were covered by a consent from the Company’s independent registered public accountants.

With respect to the Form S-3, the Company’s opinion is that it was not necessary to include a consent with the 10-K because at the time the 10-K was filed the initially filed registration statement on Form S-3 was only a preliminary prospectus and was to be amended prior to being declared effective. Indeed, the Form S-3 was still subject to outstanding Staff comments at the time that the 10-K was filed. We understand that the Staff has previously concurred with this rationale for omitting a consent from a Form 10-K (See Response Letter of JetPay Corporation, dated June 13, 2013), and we also understand that the Staff is principally concerned with whether there are any active registration statements on file into which the 10-K would be incorporated by reference, not any pre-effective registration statements (See Comment Letter to Trans Energy, Inc., dated September 16, 2010 and Response Letter of Trans Energy, Inc., dated October 15, 2010).

Moreover, on the same date that the 10-K was filed, the Company filed amendment number 2 to the S-3, which amendment did, in fact, include as an exhibit a consent of the Company’s independent registered public accounting firm stating that it consented to the incorporation by reference into the Form S-3 of its report with respect the audit of the Company’s consolidated financial statements as of December 31, 2014 and 2013. The Company believes that this was in compliance with Rule 439 under the Securities Act of 1933, as amended, in that the required consent was included as an amendment to the registration statement filed no later than the filing date of the material incorporated by reference, and therefore, did not need to be filed with the material incorporated by reference.

 ***

Craig D. Wilson

Securities and Exchange Commission

June 26, 2015

Page 3 of 3

We hope that these responses adequately address the Staff’s comments. The undersigned, on behalf of the Company, acknowledges the following as requested by the Staff:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

The Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the 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.

If the Staff has any questions concerning this letter or requires further information, please do not hesitate to call the undersigned at (312) 614-0921 or Stephen E. Older at McGuireWoods LLP at (212) 548-2122.

Very truly yours,

/s/ James Kirsch

James Kirsch

Chief Executive Officer

June 23, 2015
Mr. James Kirsch
Chief Executive Officer
Professional Diversity Network, Inc.
801 W. Adams Street, Suite 600
Chicago, IL 60607

Re: Professional Diversity Network, Inc.
 Form 10-K for the Fiscal Year E nded December 31, 2014
Filed March 31, 2015
File No. 001-35824

Dear Mr. Kirsch :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possibl e when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fi scal Y ear E nded December 31, 2014

Item 9A – Controls and Procedures

Management’s Report on Internal Control over Financial Reporting , page 43

1. You state here that, “ Based on this evaluation and because of the material weakness
described below, our Chief Executive Officer and Chief Financial Officer have concluded
that our disclosure controls and procedures  [emphasis added] were not effective as of the
end of the perio d covered in this Annual Report on Form 10 -K.”  Please amend your
Form 10 -K and include these disclosures, revised to conclude on your internal controls
over financial reporting as of December 31, 2014 or the end of the period covered by this
report.  Refe r to Item 308(a)(3) of Regulation S -K.

Mr. James Kirsch
Professional Diversity Network, Inc.
June 23, 2015
Page 2

Exhibits

2. Please amend your Form 10 -K to include as an exhibit a consent from your independent
registered public accountants stating they have issued their report dated March 31, 2015,
with respect to the consolid ated financial statements included in the Annual Report of
Professional Diversity Network, Inc. on Form 10 -K for the year ended December  31,
2014 and that they consent to the incorporation by reference of said report in the
Registration Statements of Profe ssional Diversity Network, Inc . on Form S -3 (File No.
333-201341) and  Form S -8 (File No. 333 -203156 ).

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 informat ion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclo sures they have made.

 In responding to our comments, 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 from taking any action with respect to the filing; and

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

You may contact Melissa Kindelan, Staff Accountant , at (202) 551 -3564  if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at (202) 551 -3226  with any other  questions.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Senior Ass istant Chief Accountant

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801 W. Adams Street, Suite 600

Chicago, IL 60607

March 31, 2015

VIA EDGAR AND EMAIL

Mark P. Shuman, Branch Chief - Legal

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:

Professional Diversity Network, Inc.

Registration Statement on Form S-3

File No. 333-201341

Dear Mr. Shuman:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of Professional Diversity Network, Inc. (the “Company”), respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:30 PM Eastern Time on April 2, 2015, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

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

Very truly yours,

/s/ James Kirsch

James Kirsch

Chief Executive Officer

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801 W. Adams Street, Suite 600

Chicago, IL 60607

February 6, 2015

VIA EDGAR AND EMAIL

Mark P. Shuman, Branch Chief - Legal

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:         Professional Diversity Network, Inc.

Registration Statement on Form S-3

Filed December 31, 2014

File No. 333-201341

Dear Mr. Shuman:

On behalf of Professional Diversity Network, Inc. (the “Company”), this letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in your letter dated January 22, 2015 addressed to the Company with respect to the Company’s Registration Statement on Form S-3, filed with the Commission on December 31, 2014 (the “Registration Statement”). For your convenience, we have included the Staff’s comments below in bold text with the Company’s responses to each such comment following.

1.

It appears you may be relying on General Instruction I.B.6 of Form S-3 to register the primary offering of securities covered by the registration statement. If true, please confirm your understanding of the requirement that the aggregate market value of securities sold by you or on your behalf pursuant to the above-referenced instruction during the period of 12 calendar months immediately prior to, and including, the sale may not account for more than one-third of the aggregate market value of the voting and non-voting common equity held by your non-affiliates. Additionally, please ensure you disclose the public float and the amount of securities offered during the prior 12 months on the outside front cover of your prospectus. See Instruction 7 to General Instruction I.B.6 of Form S-3. Alternatively, please provide us with the calculations used to determine that you meet the $75 million public float set forth in General Instruction I.B.1.

The Company confirms its understanding of the requirement that the aggregate market value of securities sold by the Company or on its behalf pursuant to General Instruction I.B.6 of Form S-3 during the period of 12 calendar months immediately prior to, and including, the sale may not account for more than one-third of the aggregate market value of the Company’s voting and non-voting common equity held by its non-affiliates.

Mark Shuman

Securities and Exchange Commission

February 6, 2015

Page 2 of 2

Additionally, in response to the Staff’s comment, the Company has revised the Registration Statement on the cover page to include the required disclosure.

2.

If you are relying on General Instruction I.B.6 of Form S-3 for the primary offering of securities being registered, please tell us how much of the $100,000,000 of securities that you are registering is currently accessible, in light of the one-third public float limitation set forth in that instruction and your current public float. Consider providing cover page disclosure in this regard.

In response to the Staff’s comment, the Company notes that of the $100,000,000 of securities that the Company is registering, $6,466,386 is currently accessible, in light of the one-third public float limitation set forth in General Instruction I.B.6 to Form S-3.

Additionally, in response to the Staff’s comment, the Company has revised the Registration Statement on the cover page to include the requested disclosure.

***

We hope that these responses adequately address the Staff’s comments. If the Staff has any questions concerning this letter or requires further information, please do not hesitate to call the undersigned at (312) 614-0921 or Stephen E. Older at McGuireWoods LLP at (212) 548-2122.

Very truly yours,

/s/ James Kirsch

James Kirsch

Chief Executive Officer

January 22, 2015

Via E -mail
James Kirsch
Chief Executive Officer
Professional Diversity Network, Inc.
801 W. Adams Street, Suite 600
Chicago, Illinois 60607

Re: Professional Diversity  Network, Inc.
  Registration Statement on Form S-3
Filed  December 31, 2014
  File No.  333-201341

Dear Mr. Kirsch :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

1. It appears you may be relying on General Instruction I.B.6 of Form S -3 to register the
primary offering of securities covered by the registration statement.  If true, please
confirm your understanding of the requiremen t that the aggregate market value of
securities sold by you or on your behalf pursuant to the above -referenced instruction
during the period of 12 calendar months immediately prior to, and including, the sale may
not account for more than one -third of the aggregate market value of the voting and non -
voting common equity held by your non -affiliates.  Additionally, please ensure you
disclose the public float and the amount of securities offered during the prior 12 months
on the outside front cover of your pro spectus. See Instruction 7 to General Instruction
I.B.6 of  Form  S-3.  Alternatively, please provide us with the calculations used to
determine that you meet the $75 million public float set forth in General Instruction I.B.1.

James Kirsch
Professional Diversity Network, Inc.
January 22, 2015
Page 2

 2. If you are relying on Genera l Instruction I.B.6 of Form S -3 for the primary offering of
securities being registered, please tell us how much of the $100,000,000 of securities that
you are registering is currently accessible, in light of the one -third public float limitation
set forth  in that instruction  and your current public float.  Consider  providing cover page
disclosure in this regard .

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the  staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

James Kirsch
Professional Diversity Network, Inc.
January 22, 2015
Page 3

 If you have any questions, please  contact Katherine Wray, Attorney -Advisor,  at (202)
551-3483  or, in her absence,  me at (202) 551 -3462.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief - Legal

cc: Via E -mail
Stephen Older
McGuireWoods LLP

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CORRESP

 [Professional Diversity Network, LLC]

February 28, 2013

 VIA EDGAR AND
FACSIMILE

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Re: Professional
Diversity Network, LLC (the “Company”)

 Registration Statement on Form S-1

 File No. 333-181594

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:30 PM Eastern Time on March 4, 2013, or as soon thereafter as is practicable.

 The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Very truly yours,

Professional Diversity Network, LLC

By:

/s/ Myrna Newman

 Name: Myrna Newman

 Title:
Chief Financial Officer

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CORRESP

 [AEGIS LETTERHEAD]

 February 28, 2013

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Professional Diversity Network, LLC

Registration Statement on Form S-1 (SEC File No. 333-181594)

 Ladies and Gentlemen:

 In connection with the above-referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Professional Diversity Network, LLC that the effective date of the Registration Statement be accelerated so that it will
be declared effective at 5:30 p.m., Eastern time, on March 4, 2013 or as soon thereafter as practicable.

 Pursuant to Rule 460 under the
Act, we wish to advise you that we have distributed approximately 1050 copies of the Preliminary Prospectus issued February 13, 2013 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions
and others.

 In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have
confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 AEGIS CAPITAL CORP.

     as Representatives

 By: AEGIS CAPITAL CORP.

By:

/s/ Kevin Mckenna

Name: Kevin Mckenna

Title: Chief Compliance Officer

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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

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SEC Correspondence

 January 22, 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. 9 to Registration Statement on Form S-1

Filed January 16, 2013

File No. 333-181594

 Dear
Ms. Jacobs:

 By letter dated January 18, 2013 (the “SEC Letter”), the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) provided comments on Amendment No. 9 (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.
It is unclear why the disclosure in response to prior comment 1 regarding your commission rates from LinkedIn suggests that the commission rates only apply to sales
of your services during 2013. We note that Exhibit C of the Diversity Recruitment Partnership Agreement filed as Exhibit 10.12 to this prospectus does not limit these commissions to revenues in 2013. Please advise. Further, consider adding an
example of the amount of revenue the company would receive under the commission structure to illustrate the stair-step structure of this commission schedule.

 Response

 We have revised our disclosure to clarify that the commission rates apply to
“each calendar year.” Furthermore, as suggested by the Staff, we have added an example of the amount of commission revenue we would receive under the commission structure to illustrate the stair-step structure of the commission schedule.

2.
 You state that following the expiration of your agreement with Monster Worldwide, you expect to experience significant decreases in revenue “at
least for the first quarter of 2013.” Please

clarify whether the company believes that you may begin earning more revenues, than previously earned through Monster Worldwide, as early as the second quarter of fiscal 2013. If true, explain
further the basis for your conclusion. To the extent that it is unlikely you will experience such revenue growth by this time, please revise your disclosures accordingly as your current disclosures imply otherwise.

Response

 We do not intend to imply that
we would begin earning more revenues than previously earned through Monster Worldwide as early as the second quarter of fiscal 2013. Therefore, we have revised our disclosure to state that we expect to experience significant decreases in revenue
“for a period of time.” Furthermore, we have added disclosure to state that “[w]e expect to experience such decrease in revenue until such time as LinkedIn and our sales team are able to generate sufficient sales to replace the
revenue previously generated by our agreement with Monster Worldwide.”

 Offering, page 11

3.
Please revise the number of shares outstanding prior to and immediately following this offering to reflect the number of shares to be issued upon conversion of debt
based on the most recent outstanding balance of your debt. In this regard, your current disclosures appear to be based on the outstanding balance of your notes payable at September 30, 2012 and therefore, does not account for additional
interest accrued since such time, which will also be converted into shares of your common stock.

 Response

 We have revised the number of shares outstanding prior to and immediately following this offering on page 11 to reflect the number of
shares to be issued upon conversion of debt based on the outstanding debt balance at December 31, 2012.

 Use of Proceeds, page 32

4.
Your disclosure at the top of page 33 continues to indicate that if the underwriter exercises its option to purchase additional shares, the net proceeds from the
offering will be $8.2 million. Please revise this amount to $9.6 million, consistent with your response to our prior comment 7.

 Response

 We have revised the cited amount to $9.6 million, consistent with our response to
the Staff’s prior comment 7.

 Capitalization, page 34

5.
 The amounts in your pro forma column should reflect the completion of the events you describe in the related bullet point. In this regard, upon
completion of your corporate reorganization, the amount of Members Equity in the pro forma column should be zero. Likewise, it would appear that as a result of the conversion of the promissory notes, the amount of Notes payable in the pro forma
column should be zero. Please revise these

amounts accordingly or explain to us why the amounts you are currently reflecting are appropriate. Furthermore, please make the same correction to the notes payable amount in the pro forma column
on page 15.

 Response

 We have revised the Members Equity and Notes Payable numbers in the pro forma column on page 34 to zero as well as revising the Notes Payable number in the pro forma column on page 15 to zero, as per the
Staff’s request.

 ****

 If you
have any questions, please contact our counsel Brian Lee or Michael Froy at SNR Denton US LLP. Mr. Lee may be reached at (212) 768-6926 and Mr. Froy at (312) 876-8222.

Sincerely,

 /s/ James Kirsch

      James Kirsch

 cc: Brian Lee, Esq.

      SNR Denton US LLP

January 18, 2013

Via Email
James Kirsch
Chief Executive Officer
Professional Diversity Network, LLC
801 W. Adams Street
Suite 600, Chicago, Illinois 60661

Re: Professional Diversity  Network, LLC
Amendment No. 9 to Registration Statement on Form S -1
Filed January 16, 2013
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.  Unless
otherwise noted, where prior comments are referred to they refer to our letter dated January 3,
2013.

Firm Commitment Underwritten IPO prospectus

General

1. It is unclear why the disclosure in response to prior comment 1 regarding your
commission rates from LinkedIn suggests that the commission rates only apply to sales of
your services during 2013.  We note that Exhibit C of the Diversity Recruitment
Partners hip Agreement filed as Exhibit 10.12 to this prospectus does not limit these
commissions to revenues in 2013.  Please advise.  Further, consider adding an example of
the amount of revenue the company would receive under the commission structure to
illustra te the stair -step structure of this commission schedule.

2. You state that following the expiration of your agreement with Monster Worldwide, you
expect to experience significant decreases in revenue “at least for the first quarter of
2013.”  Please clarif y whether the company believes that you may begin earning more
revenues, than previously earned through Monster Worldwide, as early as the second
quarter of fiscal 2013.  If true, explain further the basis for your conclusion.  To the
extent that it is unl ikely you will experience such revenue growth by this time, please
revise your disclosures accordingly as your current disclosures imply otherwise.

James Kirsch
Professional Diversity Network, LLC
January 18 , 2013
Page 2

 Offering, page 11

3. Please revise the number of shares outstanding prior to and immediately following this
offering to reflect the number of shares to be issued upon conversion of debt based on the
most recent outstanding balance of your debt.  In this regard, your current disclosures
appear to be based on the outstanding balance of your notes payable at Septem ber 30,
2012 and therefore, does not account for additional interest accrued since such time,
which will also be converted into shares of your common stock.

Use of Proceeds, page 32

4. Your disclosure at the top of page 33 continues to indicate that if the underwriter
exercises its option to purchase additional shares, the net proceeds from the offering will
be $8.2 million.  Please revise this amount to $9.6 million, consistent with you r response
to our prior comment 7.

Capitalization, page 34

5. The amounts in your pro forma column should reflect the completion of the events you
describe in the related bullet point.  In this regard, upon completion of your corporate
reorganization, the amount of Members Equity in the pro forma column should be zero.
Likewise, it would appear that as a result of the conversion of the promissory notes, the
amount of Notes payable in the pro forma column should be zero.  Please revise these
amounts accordi ngly or explain to us why the amounts you are currently reflecting are
appropriate.  Furthermore, please make the same correction to the notes payable amount
in the pro forma column on page 15.

You may contact Melissa Kindelan  at (202) 551 -3564 or Kath leen Collins, Accounting
Branch Chief, at (202) 551 -3499  if you have questions 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 Director

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

CORRESP
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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

  Page
 2

 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

  Page
 3

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

  Page
 4

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

  Page
 5

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

  Page
 6

 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

  Page
 7

 (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

January 3, 2013

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. 8 to Registration Statement on Form S -1
Filed December 14, 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.  Unless
otherwise noted, where prior comments are referred to they refer to our letter dated November
28, 2012 .

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 du e 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.”

Prospectus Cover Page

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

James Kirsch
Professional Diversity Network, LLC
January 3, 2013
Page 2

 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, p lease revise your
disclosures to provide the revised anticipated launch date.

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.

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.

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

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 t o (or potentially less than) the estimated net proceeds
assuming no additional shares are purchased.

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 th e most recent

James Kirsch
Professional Diversity Network, LLC
January 3, 2013
Page 3

 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 t he pro forma
numbers from the second column as well as the receipt of proceeds from the sale of
common stock in this offering.

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

Overview

LinkedIn, page 39

9. Please rev ise 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 Linke dIn
agreement, please explain further how you determined that referring to this as a “non -
exclusive” agreement is a fair description of this arrangement.

Notes to Financial Statements

Note 3.  Summary of Significant Accounting Policies

Revenue Recogni tion, page F -7

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 Mo nster 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.

IPO CSOP Prospectus

11. Please revise the disclosure on page A3 under “Use of Proceeds” to indicate that you are
offering 100,000 shares of common stock under the IPO CSOP prospectus and not
1,000,000 shares.

James Kirsch
Professional Diversity Network, LLC
January 3, 2013
Page 4

 You may contact Melissa Kindelan  at (202) 551 -3564 or Kathleen Collins, Accounting
Branch Chief, at (202) 551 -3499  if you have questions 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 Director

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

CORRESP
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CORRESP

 December 14, 2012

 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. 7 to Registration Statement on Form S-1

Filed November 16, 2012

File No. 333-181594

 Dear
Ms. Jacobs:

 By letter dated November 28, 2012 (the “SEC Letter”), the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) provided comments on Amendment No. 7 (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.
We note your new disclosure regarding the termination of your agreement with Monster Worldwide on December 31, 2012. Given that you have historically generated
a substantial portion of your revenues from this agreement, please expand your disclosure in the relevant portions of the prospectus, including the prospectus summary and Management’s Discussion and Analysis section, to discuss the impact of
the termination of the agreement on the company’s business and financial position. In this regard, consider explaining whether you expect revenues to decline and quantifying the costs associated with hiring additional personnel to focus on
direct marketing activities and the costs associated with fulfilling sales of your products and services in 2013 that Monster sold in 2012. It appears that you should provide additional context and a balanced discussion regarding the impact of the
termination of this significant agreement, rather than stating that the “market conditions are favorable to pursue other sources of recruitment revenue.”

 Response

 We have expanded our disclosures in the prospectus summary, Management’s
Discussion and Analysis section and Business section to provide a balanced discussion of the impact of the expiration of our agreement with Monster Worldwide. Our expanded disclosure quantifies the costs associated with hiring

 Barbara C. Jacobs

 December 14, 2012

  Page
 2

additional personnel to focus on direct marketing activities and explains that our fulfillment obligations with Monster in 2013 will consist primarily of posting diversity-based job opportunities
on our websites. The cost of posting such opportunities are not material, and is therefore not quantified in the prospectus.

2.
Consistent with your request for confidential treatment, please expand your description to discuss the material terms of the agreement with LinkedIn, including the
economic terms of the arrangement. It is unclear what the financial impact of this agreement will be for the company and what the terms are for the “quarterly payments” that you reference in the prospectus. Similar revisions should be made
to your subsequent event footnote disclosures on page F-18.

 Response

We have provided additional disclosure of the material terms of our agreement with LinkedIn, including a detailed description of the economic terms of the
arrangement. For example, we disclosed that the fixed quarterly payments under our agreement with LinkedIn “are approximately half of the fixed quarterly payments we received from Monster Worldwide.” We provide further context to potential
investors by disclosing that “[u]nder our agreement with LinkedIn, we will exceed the total revenue we earned from Monster Worldwide in 2012 if LinkedIn sells more than $20 million of our services.”

We have added similar disclosure in the subsequent event footnote.

 We believe our disclosure provides the description and context required under Item 303(a)(3) of Regulation S-K and is consistent with our request for confidential treatment on economic terms of our
agreement with LinkedIn.

3.
It appears that you have submitted a new request for confidential treatment for certain exhibits. Please be advised that we will review the application and provide
comments separately. Any such comments must be resolved prior to the effective date of the registration statement.

Response

 We understand that comments to
our request for confidential treatment must be resolved prior to the effective date of the registration statement.

4.
Since the price range you select will affect disclosure in several sections of the filing, we will need sufficient time to process your amendments once a price range
is included and the material information now appearing blank throughout the document has been provided. Please understand that the effect of the price range on disclosure throughout the document may cause us to raise issues in areas on which we have
not previously commented.

 Response

 We have included pricing information in the Amendment to the Registration Statement.

 Barbara C. Jacobs

 December 14, 2012

  Page
 3

 Prospectus
Summary

 Monster Worldwide, page 2

5.
You state that under your agreement with Monster Worldwide you are required to fulfill services in 2013 that Monster Worldwide sold prior to the expiration of your
agreement. Further on page 9 you state that sales of your products and services by Monster Worldwide to be fulfilled in 2013 may adversely impact demand for your products and services in 2013. Please expand these disclosures to specifically describe
the sales and products you are required to fulfill in 2013 and the circumstances creating such requirements. Also, revise to clarify why the fulfillment of these sales may adversely impact demand for your products and services. In addition, disclose
the amount of estimated additional costs you will incur in performing such services. Similar revisions should be made to your disclosures on page 38.

 Response

 We have added disclosure in the prospectus summary and in the Business section
regarding our agreement with Monster Worldwide to specifically describe the services we are required to fulfill in 2013 and the circumstances creating such requirements. Also, we have revised our disclosure to state that customers for whom we
provide such fulfillment services will likely not purchase any recruitment services from us during the term of their subscription with Monster Worldwide. As discussed in connection with the Staff’s comment number one above, the cost of
fulfilling such services are not material, and are therefore not quantified in the prospectus.

6.
Please revise the first paragraph of the prospectus summary that states that you have a strategic partnership with Monster Worldwide to reflect the current status of
your relationship. Further, consider revising the prospectus summary so that the historic discussion of your relationship with Monster is not prominently presented on page 2 of the summary given the upcoming termination of the contract.

 Response

We have revised the prospectus summary to reflect the current status of our relationship with Monster Worldwide. Further, in accordance with the
Staff’s comment, although we continue to have a discussion of our relationship with Monster Worldwide on page 2 of the prospectus, we have added balanced disclosure regarding the effects of the expiration of our agreement with Monster
Worldwide.

 Risk Factors

 Our revenues have been highly dependent on two customers…page 17

7.
 We note that this risk factor discusses several distinct risks to the company that should be discussed under separate subheadings. For example, the
risk associated with the

 Barbara C. Jacobs

 December 14, 2012

  Page
 4

termination of the agreement with Monster Worldwide is different from the risks associated with your new agreement with LinkedIn and separate from your risks associated with the fact that you
currently do not have the capability and ability to successfully develop a direct marketing and sales function. Please revise to provide separately captioned paragraphs that address specifically how the conditions and uncertainties present material
risks to potential investors.

 Response

 We have revised the risk factor cited by the Staff into separately captioned paragraphs that address specifically how the conditions and uncertainties present material risks to potential investors.

 We expect to face increasing competition in the market for online professional networks…, page 19

8.
It appears that you have deleted the reference to LinkedIn as a potential competitor of the company in the risk factors on page 19 and in the business section on
page 66. We note that your agreement does not prohibit LinkedIn from selling its own or any third party’s diversity recruitment products and services. It appears that this is material information that should be included in both the risk factor
subheading and the text of the risk factor. Please tell us why you have deleted this disclosure.

 Response

 We have revised the disclosure to reference LinkedIn as a potential competitor in the risk factor on page 19 and the Business section on
page 66.

 Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview

 LinkedIn, page 39

9.
Your disclosures throughout the filing refer to the company’s inability to sell your diversity-based recruitment products and services, directly or indirectly,
to a restricted account list. Please explain further the restrictive nature of this list and describe the companies or type of companies that are included on this list. Also, revise your disclosures to clarify where you are able to market your
diversity-based recruitment products and services given the restrictions imposed by the LinkedIn agreement.

 Response

 We have added disclosure to the Management’s Discussion and Analysis section to explain the restrictive nature of this list and
describe the type of companies that are included on this list. Further, we have disclosed that we are permitted to market and sell our products to any company that is not on such restricted account list after our exclusive agreement with Monster
Worldwide expires on December 31, 2012.

 Barbara C. Jacobs

 December 14, 2012

  Page
 5

 Liquidity and
Capital Resources, page 48

10.
Please revise your disclosures to clarify what you mean by the statement that your obligation to fulfill commitments made by Monster Worldwide in 2013 will limit
your ability to fully access the entire market demand during the course of 2013.

 Response

We have clarified our disclosure in our Liquidity and Capital Resources section to state that customers for whom we provide such fulfillment services will
likely not purchase any recruitment services from us during the term of their subscription with Monster Worldwide.

 Notes to Financial
Statements

 Note 10. Customer Concentration, page F-15

11.
Please revise your disclosures in Note 10 to include a discussion regarding the fact that your agreement with Monster Worldwide will expire on December 31, 2012
and will not be renewed and the impact that the loss of this agreement will have on your financial condition and results of operations. Similar revisions should be made to your disclosures in Note 2 where you state that “management does not
currently anticipate that the business will experience any significant changes in its near term financial condition as it relates to the ongoing conduct of its business.”

Response

 We have revised Note 10 to
include a discussion regarding the fact that our agreement with Monster Worldwide will expire on December 31, 2012 and will not be renewed and the impact that the loss of this agreement will have on our financial condition and results of
operations. In accordance with the Staff’s comment, we have made similar revisions in Note 2.

 IPO CSOP Prospectus

12.
Please include disclosure in an appropriate section of the prospectus to explain why you refer to the IPO CSOP as “The Social IPO.”

 Response

LOYAL3 has advised us that they plan in the future to use the term “Social IPO” instead of “IPO CSOP” because the new term will be
easier for the public to understand. We have added additional disclosure to explain why we refer to the IPO CSOP as “The Social IPO” in the prospectus. LOYAL3 has stated to us that they have spoken with the Staff regarding this change in
terminology, and the Staff has raised no objections.

 Barbara C. Jacobs

 December 14, 2012

  Page
 6

13.
We note that you intend to file the Form of the Technology and Services Agreement among Professional Diversity Network LLC, LOYAL3 Securities, Inc. and LOYAL3 Labs,
Inc. Please tell us why you do not expect to have a final agreement in place before the effective date of the registration statement. Also, please tell us whether this agreement covers all of the services that the Loyal3 entities will provide to you
in connection with the IPO CSOP.

 Response

 We expect to enter into the Technology and Services Agreement prior to commencing our roadshow. We will file the Technology and Services Agreement at such time as it is finalized. The agreement covers all
of the services that the Loyal3 entities will provide to us in connection with the IPO CSOP.

 *****

If you have any questions, please contact our counsel Brian Lee or Michael Froy at SNR Denton US LLP. Mr. Lee may be reached at (212) 768-6926
and Mr. Froy at (312) 876-8222.

 Sincerely,

/s/ James Kirsch

      James Kirsch

cc:
Brian Lee, Esq.

SNR Denton US LLP

November 2 8, 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. 7 to Registration Statement on Form S -1
Filed November 16, 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 IPO prospectus

General

1. We note your new disclosure regarding the termination of your agreement with Monster
Worldwide on December 31, 2012.  Given that you have historically generated a
substantial portion of your revenues from this agreement, please expand your disclosure
in the relevant portions of the prospectus, including the prospectus summary and
Management’s Discussion and Analysis section, to discuss the impact of the termination
of the agreement on the company’s business and financial position.  In this regard,
consider explaining whether you expect revenues to decline and quantifying the costs
associated with hiring additional personnel to focus on direct marketing activities and the
costs associated with fulfilling sales of your products and services in 2013 that Monste r
sold in 2012.  It appears that you should provide additional context and a balanced
discussion regarding the impact of the termination of this significant agreement, rather
than stating that the “market conditions are favorable to pursue other sources of
recruitment revenue.”

2. Consistent with your request for confidential treatment, p lease expand your description to
discuss the material terms of the agreement with LinkedIn, including the economic terms
of the arrangement.  It is unclear what the financia l impact of this agreement will be for
the company and what the terms are for the “quarterly payments” that you reference in

James Kirsch
Professional Diversity Network, LLC
November 2 8, 2012
Page 2

 the prospectus. Similar revisions should be made to your subsequent event footnote
disclosures on page F -18.

3. It appears that you have submit ted a new request for confidential treatment for certain
exhibits.  Please be  advised that we will review the application and provide comments
separately.  Any such comments must  be resolved prior to the effective date of the
registration stateme nt.

4. Since the price range you select will affect disclosure in several sections of the filing, we
will need sufficient time to process your amendments once a price range is included and
the material information now appearing blank throughout the document  has been
provided. Please understand that the effect of the price range on disclosure throughout the
document may cause us to raise issues in areas on which we have not previously
commented.

Prospectus Summary

Monster Worldwide, page 2

5. You state that under your agreement with Monster Worldwide you are required to fulfill
services in 2013 that Monster Worldwide sold prior to the expiration of your agreement.
Further on page 9 you state that sales of your products and services by Monster
Worldwide to be fulfilled in 2013 may adversely impact demand for your products and
services in 2013.  Please expand these disclosures to specifically describe the sales and
products you are required to fulfill in 2013 and the circumstances creating such
requirements.   Also, revise to clarify why the fulfillment of these sales may adversely
impact demand for your products and services.  In addition, disclose the amount of
estimated additional costs you will incur in performing such services.  Similar revis ions
should be made to your disclosures on page 38.

6. Please revise the first paragraph of the prospectus summary that states that you have a
strategic partnership with Monster Worldwide to reflect the current status of your
relationship.  Further, consid er revising the prospectus summary so that the historic
discussion of your relationship with Monster is not prominently presented on page 2 of
the summary given the upcoming termination of the contract.

Risk Factors

Our revenues have been highly depend ent on two customers…, page 17

7. We note that this risk factor discuss es several distinct risks to the company that should be
discussed under separate subheadings.  For example, the risk associated with the
termination of the agreement with Monster Worldwid e is different from the risks
associated with your new agreement with LinkedIn and separate from your risks
associated with the fact that you currently do not have the capability and ability to

James Kirsch
Professional Diversity Network, LLC
November 2 8, 2012
Page 3

 successfully develop a direct marketing and sales function.  P lease revise to provide
separately captioned paragraphs that address specifically how the conditions and
uncertainties present material risks to potential investors.

We expect to face increasing competition in the market for online professional networks… ,
page 19

8. It appears that you have deleted the reference to LinkedIn as a potential competitor of the
company in the risk factors on page 19 and in the business section on page 66.  We note
that your agreement does not prohibit  LinkedIn from selling its own or any third party’s
diversity recruitment products and services.  It appears that this is material information
that should be included in both the risk factor subheading and the text of the risk factor.
Please tell us why yo u have deleted this disclosure.

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

Overview

LinkedIn, page 39

9. Your disclosures throughout the filing refer to the company’s inability to sell your
diversity -based recruitment products and services, directly or indirectly, to a restricted
account list.  Please explain further the restrictive nature of this list and de scribe the
companies or type of companies that are included on this list.  Also, revise your
disclosures to clarify where you are able to market your diversity -based recruitment
products and services given the restrictions imposed by the LinkedIn agreement .

Liquidity and Capital Resources, page 48

10. Please revise your disclosures to clarify what you mean by the statement that your
obligation to fulfill commitments made by Monster Worldwide in 2013 will limit your
ability to fully access the entire market demand during the course of 2013.

Notes to Financial Statements

Note 10.  Customer Concentration, page F -15

11. Please revise your disclosures in Note 10 to include a discussion regarding the fact that
your agreement with Monster Worldwide will expire on D ecember 31, 2012 and will not
be renewed and the impact that the loss of this agreement will have on your financial
condition and results of operations.  Similar revisions should be made to your disclosures
in Note 2 where you state that “management does n ot currently anticipate that the
business will experience any significant changes in its near term financial condition as it
relates to the ongoing conduct of its business.”

James Kirsch
Professional Diversity Network, LLC
November 2 8, 2012
Page 4

 IPO CSOP Prospectus

12. Please include disclosure in an appropriate section of the prospectus to explain why you
refer to the IPO CSOP as “The Social IPO.”

13. We note that you intend to file the Form of the Technology and Services Agreement
among Professional Diversity Network LLC, LOYAL3 Securities, Inc. and LOYAL3
Labs, Inc.   Please te ll us why you do not expect to have a final agreement in place before
the effective date of the registration statement.   Also, please tell us whether this
agreement covers all of the services that the Loyal3 entities will provide to you in
connection with the IPO CSOP.

You may contact Melissa Kindelan  at (202) 551 -3564 or Kathleen Collins, Accounting
Branch Chief, at (202) 551 -3499  if you have questions 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 Director

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

CORRESP
1
filename1.htm

CORRESP

 October 16, 2012

 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. 5 to Registration Statement on Form S-1

Filed October 5, 2012

File No. 333-181594

Dear Ms. Jacobs:

 By letter dated
October 12, 2012 (the “SEC Letter”), the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided comments on Amendment No. 5 (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.

 General

1.
We note your response to prior comment 6 regarding the statements by LOYAL3 Securities, Inc.’s Chief Executive Officer on May 23, 2012 in the Fox
television interview, but we disagree with your analysis. We believe Mr. Schneider’s statements constitute an “offer” for purposes of Section 5. In addition, we do not agree that the interview constitutes a free writing
prospectus permitted by Rule 433(f) under the Securities Act. One of the conditions for a media free writing prospectus by a non-reporting company is that, before the media broadcast is made, a registration statement “relating to the offering
has been filed that includes a prospectus.” See Rule 433(b)(2)(ii). You did not register the shares relating to the IPO CSOP or file the IPO CSOP prospectus until August 1, 2012. A reference to your plan to conduct an IPO CSOP in the firm
commitment prospectus is not enough to satisfy this condition of Rule 433(f) because the reference is neither a registration statement nor a prospectus relating to the IPO CSOP. However, we have determined not to pursue this issue further given the
passage of several months since the interview and the limited nature of the reference to the IPO CSOP in the interview.

Response

 We appreciate that the Staff
has determined not to pursue this issue further.

Barbara C. Jacobs

October 16, 2012

Page 2

 Firm Commitment Underwritten IPO prospectus

Certain Relationships and Related Party Transactions, page 71

2.
In response to prior comment 5 of our comment letter dated August 3, 2012, you noted that the company entered into a letter of intent with Careerimp Inc. to
acquire its assets and assume certain liabilities. We note that your Executive Vice President of Operations and Technology, Ayan Kishore, served as the Chief Executive Officer and founder of Careerimp from 2009 to 2012. Please tell us whether the
letter of intent was entered into in connection with Mr. Kishore’s employment with Professional Diversity. To the extent that this is a related party agreement, please disclose this transaction in this section.

 Response

 On
October 15, 2012, we terminated the letter of intent with Careerimp that we entered on June 22, 2012. On October 15, 2012, we executed a new letter of intent with Careerimp. We have added disclosure in the related party transaction
section to disclose such agreement.

 Financial Statements

 Statements of Income and Other Comprehensive Loss, page F-3

3.
We note you revised the title of this statement in response to our prior comment 5. Please explain further why you refer to comprehensive “loss” when your
financial statements reflect comprehensive income. As appropriate, please revise to refer to this statement as your Statement of Comprehensive Income pursuant to the guidance in ASC 220-10-45-1C.

Response

 We have renamed our
“Statements of Income and Other Comprehensive Loss” to “Statements of Comprehensive Income”.

 IPO CSOP Prospectus

 Prospectus Cover Page

4.
Please refer to prior comment 8 and disclose that there is no assurance that any shares will be sold in this offering. Please revise.

Barbara C. Jacobs

October 16, 2012

Page 3

 Response

 We have added disclosure on the Prospectus cover page for the IPO CSOP to state that there is no assurance that any shares will be sold in the IPO COSP offering.

5.
 We note your revised disclosure in response to prior comment 13 that the offering termination date is “subject to LOYAL3 Securities, Inc.’s discretion to close the
offering at any time prior to final pricing.” Please tell us why the statutory underwriter, LOYAL3 Securities Inc., rather than the company is able to exercise discretion to terminate the offering given that this appears to be a direct offering
by the company. We believe that this disclosure conflicts with the disclosure in the firm commitment prospectus, for example, on the prospectus cover page. If LOYAL3 Securities does have discretion, please explain the circumstances in which LOYAL3
Securities, Inc. could terminate the offering prior to final pricing.

 Response

 We have revised the disclosure on the cover page of the IPO CSOP prospectus and
on page A7 to state that Professional Diversity Network, Inc. has discretion to terminate the IPO CSOP offering and removed any reference to LOYAL3 Securities, Inc.

 If you have any questions, please contact our counsel Brian Lee or Michael Froy at SNR Denton US LLP. Mr. Lee may be reached at (212) 768-6926 and Mr. Froy at (312) 876-8222.

 Sincerely,

 /s/ James Kirsch

 James Kirsch

cc:
Brian Lee, Esq.

SNR Denton US LLP

October 12 , 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. 5  to Registration Statement on Form S -1
Filed October 5 , 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.  Unless
otherwise indicated, references to our prior comments refer to those provided in our l etter dated
September 28, 2012.

General

1. We note your response to prior comment 6 regarding the statements by LOYAL3
Securities, Inc.’s Chief Executive Officer on May 23, 2012 in the Fox television
interview, but we disagree with your analysis.   We believe Mr. Schneider’s statements
constitute an “offer” for purposes of Section 5.   In addition, we do not agree that the
interview constitutes a free writing prospectus permitted by Rule 433(f) under the
Securities Act.   One of the conditions for a media  free writing prospectus by a non -
reporting company is that, before the media broadcast is made, a registration statement
“relating to the offering has been filed that includes a prospectus.”  See Rule
433(b)(2)(ii).   You did not register the shares relati ng to the IPO CSOP or file the IPO
CSOP prospectus until August 1, 2012.   A reference to your plan to conduct an IPO
CSOP in the firm commitment prospectus is not enough to satisfy this condition of Rule
433(f) because the reference is neither a registrati on statement nor a prospectus relating
to the IPO CSOP.   However, we have determined not to pursue this issue further given
the passage of several months since the interview and the limited nature of the reference
to the IPO CSOP in the interview.

James Kirsch
Professional Diversity Network, LLC
October 12, 2012
Page 2

 Firm Commitment Underwritten IPO prospectus

Certain Relationships and Related Party Transactions, page 7 1

2. In response to prior comment 5 of our comment letter dated August 3, 2012, you noted
that the company entered into a letter of intent with Careerimp In c. to acquire its assets
and assume certain liabilities. We note that your Executive Vice President of Operations
and Technology, Ayan Kishore, served as the Chief Executive Officer and founder of
Careerimp from 2009 to 2012.   Please tell us whether the le tter of intent was entered into
in connection with Mr. Kishore’s employment with Professional Diversity.   To the extent
that this is a related party agreement, please disclose this transaction in this section.

Financial Statements

Statements of Income an d Other Comprehensive Loss, page F -3

3. We note you revised the title of this statement in response to our prior comment
5.   Please explain further why you refer to comprehensive “loss” when your financial
statements reflect comprehensive income.   As appropriate, please revise to refer to this
statement as your Statement of Comprehensive Income  pursuant to the guidance in ASC
220-10-45-1C.

IPO CSOP Prospectus

Prospectus Cover Page

4. Please refer to prior comment 8 and disclose that there is no assurance that any shares
will be sold in this of fering.  Please revise.

5. We note your revised disclosure in response to prior comment 13 that the offering
termination date is “subject to LOYAL3 Securities, Inc.’s discretion to close the offering
at any time prior to final pricing.”  Please tell us why t he statutory underwriter, LOYAL3
Securities Inc., rather than the company is able to exercise discretion to terminate the
offering given that this appears to be a direct offering by the company.  We believe that
this disclosure conflicts with the disclosur e in the firm commitment prospectus, for
example, on the prospectus cover page. If LOYAL3 Securities does have discretion,
please explain the  circumstances in which LOYAL3 Securities, Inc. could terminate the
offering prior to final pricing.

You may contact Melissa Kindelan  at (202) 551 -3564 or Kathleen Collins, Accounting
Branch Chief, at (202) 551 -3499  if you have questions 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 questio ns.

James Kirsch
Professional Diversity Network, LLC
October 12, 2012
Page 3

 Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

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

CORRESP
1
filename1.htm

CORRESP

 October 5, 2012

 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. 4 to Registration Statement on Form S-1

Filed September 7, 2012

 File No. 333-181594

 Dear Ms. Jacobs:

By letter dated September 28, 2012 (the “SEC Letter”), the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) provided comments on Amendment No. 4 (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

 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.

 We have revised 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 in our financial
statements.

 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 your 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.

 We have revised footnote (2) to our balance sheet on page 14 regarding the pro forma, as adjusted
column, to remove the reference that such column assumes the sale of common stock in our directed share offering under the Customer Stock Ownership Plan.

 Certain Relationship and Related 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 response 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 your 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.

 We have added disclosures in the Agreements with Directors and
Executive Officers section and in Note 8 to the financial statements to state 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 Distribution

 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.

 We have added a sentence in the Underwriting
and Plan of Distribution section to state that the closing of the IPO CSOP is conditioned on the closing of the offering made pursuant to the prospectus for the underwritten offering.

 Consolidated Financial Statements

 General

5. It appears that you are presenting comprehensive 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.

 In response to the Staff’s comment, we have renamed our
“Statements of Income” to “Statements of Income and Other Comprehensive Loss.”

 IPO CSOP prospectus

 General

 6.
We note that the Chief Executive Officer 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-tobuy-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 provide us with your analysis as to how you
believe these communications 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 communications, either written or electronic, and tell us the extent and circumstances of the distribution.

 The referenced statements of LOYAL3’s Chief Executive Officer, which were made in response to a
question asked in the Fox television interview conducted on May 23, 2012, by a person (i) in the business of television broadcasting, (ii) which was not and is not affiliated with the Company or any other offering participant, and
(iii) to which no payment or other consideration was given by the Company or any other offering participant for the interview or its dissemination, preceded the filing of Amendment No. 3 to the Registration Statement on August 1,
2012, which for the first time included in the Registration Statement the IPO CSOP prospectus. However, such statements were specifically made only after we had publicly disclosed in the Registration Statement filed via EDGAR earlier on
May 23, 2012 our use in our initial public offering of an IPO Customer Stock Ownership Plan administered by LOYAL 3 Securities, Inc. (see “Plan of Distribution – IPO Customer Stock Ownership Plan”, page 73). Accordingly, if
these statements were deemed to constitute an “offer” for purposes of the Securities Act of 1933, as amended (the “Act”), then they would at the same time constitute a free writing prospectus permitted by Rule 433(f)
promulgated under the Act (“Rule 433(f)”). Furthermore, if these statements were deemed to constitute such a free writing prospectus, that free writing prospectus would be exempt from the filing requirements of Rule 433(f) pursuant
to the provisions of subparagraph 2(i) thereof, inasmuch as the substance of this putative free writing prospectus, i.e., the reference to LOYAL3’s participation in the Company’s IPO CSOP offering, had been included in the
Registration Statement as filed prior to its use.

 We also note that the statement was made more than four months from the date hereof, and as
a result of the passage of time, a “cooling off” period should not be necessary.

 To our knowledge, in addition to the reference to
the offering covered by the Registration Statement in the Fox News interview, LOYAL3’s CEO, in response to a question regarding the IPO CSOP offering in the TechCrunch Disrupt Conference on September 12, 2012, answered that the IPO CSOP
offering is in the quiet period and that he, accordingly, would not discuss it.

 To our knowledge, neither we nor LOYAL3 has made any other
public communications, either written or electronic, with respect to the offering described in the Registration Statement, other than in the Registration Statement. After the filing of a preliminary prospectus that includes the price range for the
offering, the Company plans, as it has referenced in its previous response letter to the Staff, to use notices consistent with Rule 134 promulgated under the Act, as well as issuer free writing prospectuses, in its promotion of the IPO CSOP. To the
extent that the Company uses issuer free writing prospectuses, it will file those as and to the extent required under Rule 433 promulgated under the Act.

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

 To our knowledge, we believe that LOYAL3 has provided revised screenshots to the Staff. As per the Staff’s request, included with this correspondence as Exhibit A and Exhibit B are the letter from
LOYAL3 and the IPO CSOP screenshots, respectively, that we believe were submitted to the Staff by LOYAL3.

 Prospectus Cover Page

 8. Please refer to prior comment 8 and 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 dollar amount of securities, and that there is no assurance that any shares will be sold in this offering. See Item 501(b)(8)of Regulation
S-K.

 LOYAL3 Securities has no obligation with regard to the sale of shares and is neither engaged in a firm-commitment nor a best-efforts
underwriting. In response to the Staff’s comment, we have clarified on the cover page of the IPO CSOP Prospectus that it has no obligation:”LOYAL3 Securities, Inc., which has no obligation with regard to the number of shares purchased,
will receive 4% of gross proceeds in the IPO CSOP and is considered a statutory underwriter for the IPO CSOP.” We have also included a conforming reference on page A-14.

 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 appears that the company is still prominently displayed on the cover page although we note that you have removed the IPO CSOP logo.

In response to the Staff’s comment, we have removed the reference to “LOYAL3 Securities, Inc.” on the bottom of the prospectus cover page.

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

We have revised the table and footnote 1 to the table on the prospectus cover page and all corresponding references to “fees” in the IPO CSOP
prospectus, replacing “fees” with “commissions” (A-2, A-6, and A-14). The Company has also revised the sentence that referred to “underwriting fees or discounts” so that on pp. A-2, A-6 and A-14 it now reads:
“No underwriting discounts will be granted by us to LOYAL3 with respect to the IPO CSOP, nor are any overallotment shares being provided to LOYAL3.”

 11. It appears that you have not revised the cover page of the IPO CSOP prospectus 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.

 We have revised the cover page of the IPO CSOP prospectus to conform to the cover page of the firm-commitment underwritten IPO prospectus to reflect the fact that the Company “will be deemed a
controlled company pursuant to NASDAQ corporate governance requirements.”

 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 offering.” 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.

 The
referenced sentence on the cover page of the IPO CSOP prospectus has been amended to read as follows: “The offering will end with the earlier of receipt of 5,000 reservations (regardless of the investment amount of the reservations) or
approximately four business days before the anticipated final pricing, date subject to LOYAL3 Securities, Inc.’s discretion to close the offering at any other time prior to final pricing.” (A conforming change has been made on page
A-7.).”

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

 We agree that potential investors may not know when the four business days would start.
However, because the offering is open until the earlier of receipt of the first 5,000 reservations or approximately four business days before the anticipated final pricing date, potential investors know that the period of the offering may be even
shorter and pre-empted by reaching 5,000 reservations. To further underscore our inability to precisely define the ending of the offering period, we have added the reference to LOYAL3’s discretion to close the IPO CSOP offering, stating the end
of the IPO CSOP offering as occurring “with the earlier of receipt of 5,000 reservations (regardless of the investment amount of the reservations) or approximately four business days before final pricing, subject to LOYAL3 Securities
Inc.’s discretion to end the offering at any other time prior to final pricing.” (Again, a conforming change has been made on page A-7.)

 (In addition, the investor will know when the IPO CSOP is closed because, when the closing occurs, LOYAL3 will place such notice on the IPO CSOP landing page.)

 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 activities. However, we also note that
LOYAL3’s website promotes IPO CSOPs and may provide direct links to company websites. Accordingly, please revise your statement that LOYAL3 is not engaging in any solicitation activities.

We understand that LOYAL3, using a model that relies upon issuer promotion using lawful means of issuer promotion (such as Rule 134
notices as free writing prospectuses) as referenced in our answer to question no. 6 above, does not plan to engage directly in solicitation activities with regard to the IPO CSOP offering, and that its public website is structured to provide a
neutral list of available CSOPs (direct stock purchase plans) and IPO CSOPs, which even a non-broker-dealer would be able to provide.1The Company also understands that LOYAL3 has discussed this model specifically, and in detail, with senior staff members
of the Divisions of Corporation Finance and Trading and Markets, including the fact that there may at times be only one or two issuers on that list. For that reason, the Company does not believe it needs to revise the statement regarding
LOYAL3’s not engaging in solicitation activities.

 15. We note that your revised disclosure 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 disclosure regarding the firm commitment
underwritten offering with regard to the underwriting agreement and lock-up agreements.

 In response to the Staff’s comments, we have
significantly reduced the disclosure regarding the firm commitment underwriting to two sentences on page A-15.

 If you have any questions,
please contact our counsel Brian Lee or Michael Froy at SNR Denton US LLP. Mr. Lee may be reached (212) 768-6926 and Mr. Froy at (312) 876-8222.

Sincerely,

 /s/ James Kirsch

     James Kirsch

cc:
Brian Lee, Esq.

 SNR Denton US
LLP

1
 See StockPower No-Action letter, publicly available July 24, 1998 in the context of direct stock purchase plans but nevertheless offerings
(including for initially issued shares) under registration statements.

 E

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

CORRESP
1
filename1.htm

CORRESP

 September 6, 2012

 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. 3 to Registration Statement on Form S-1

Filed August 1, 2012

File No. 333-181594

 Dear Ms.
Jacobs:

 By letter dated August 20, 2012 (the “SEC Letter”), the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) provided comments on the Registration Statement on Form S-1/A (the “Amendment”) 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.

 General

 1. We note that you intend to include the section entitled “IPO Customer Stock Ownership Plan” immediately following the
prospectus 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 more detailed discussion in the body of the prospectus.

 We have revised the table of contents and the placement of “IPO
Customer Stock Ownership Plan” so that it follows the “Risk Factors.”

 In addition, we have revised the format of the “IPO
Customer Stock Ownership Plan” section to remove the box around the text, which is customary only for the prospectus summary.

 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.

 We have revised the Dilution section to show the dilution if no shares are sold in the IPO CSOP prospectus and if the maximum number of shares are sold in the IPO CSOP prospectus. This revised Dilution
section will appear in the prospectuses for the firm-commitment underwritten offering and for the IPO CSOP offering.

 We have revised the
Amendment to include a separate Use of Proceeds section in the IPO CSOP prospectus.

 1

 3. Detailed descriptions of the firm commitment IPO 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 another 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.

We have revised the IPO CSOP prospectus in accordance with the Staff’s comment.

 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 in participating in
this offering.

 We are providing the staff on a supplemental basis screenshots of each page of the IPO CSOP platform.

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.

We have added the following language: “You may make reservations for purchases only in Maximum Investment Amounts of $200, $400, and $800. You may
receive less than your requested maximum amount based on allocations as described in the prospectus, but you will not receive less than $200.”

 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.

We have added the following sentence on the IPO CSOP prospectus cover page: “The closing of the IPO CSOP is conditioned on the closing of the
firm-commitment underwritten offering, and the price per share will be the same as that 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.

We have added the following sentence on the IPO CSOP prospectus cover page: “The closing of the IPO CSOP is conditioned on the closing of the
firm-commitment underwritten offering, and the price per share will be the same as that in the firm-commitment offering.”

 8.
Please revise the cover page to briefly describe the underwriting arrangements and disclose LOYAL3’s status as a statutory underwriter. Refer to Item 501(b)(8) of Regulation S-K. Please identify LOYAL3 Securities, Inc. less prominently on the
prospectus cover page. The current placement may suggest that LOYAL3 is participating in a firm commitment underwriting. Also, please tell us the purpose of including LOYAL3’s IPO CSOP logo on the prospectus cover page.

We have added a sentence on the IPO CSOP prospectus cover page to state: “LOYAL3 Securities, Inc. will receive 4% of gross proceeds in the IPO CSOP
and is considered a statutory underwriter for the IPO CSOP.”

 We have removed the prominent use of “LOYAL3 Securities.” We will
remove LOYAL3’s IPO CSOP logo on the prospectus cover page.

 2

 9. Please 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 the maximum amount of shares is sold, and that the dollar amount of proceeds will be reduced
accordingly.

 We have changed footnote 1 to read: “Professional Diversity Network has agreed to pay fees of 4% of gross proceeds in
the IPO CSOP to LOYAL3 Securities, Inc., in connection with this offering.”

 We also confirm that the table will include the total dollar
amount of the IPO CSOP fee, assuming the maximum amount of shares sold, and the dollar amount of the 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 will end with the earlier of 5,000 reservations or approximately four days before the anticipated final pricing date for the initial
public offering.”

 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.

We have added the underscored words to the first sentence of the second paragraph on page A-2. “Concurrently with the IPO CSOP made hereby, we are
offering [—] shares of our common stock in a firm-commitment underwritten initial public offering, which is offered under a separate prospectus.”

 The IPO Customer Stock Ownership Plan

 Enrollment and Purchase Process, page
A5

 12. Please revise the second bullet point 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.

 We have added the
underscored words to the subject sentence: “Participation in the IPO CSOP is subject to a proprietary financial risk algorithm developed by LOYAL3 to screen your financial risk tolerance for the investment, and identity verification screening
to determine if you qualify for this investment.”

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

13. We note 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 in 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.

 When a participant
makes a reservation in the IPO CSOP, they are required to open an account with LOYAL3 Securities, Inc. with an “account minimum balance” of $350. We felt it material for investors to know that they may use those funds for other available
CSOP offerings. This is language that the Staff has requested in discussions with LOYAL3 in the past to reinforce the distinction between the account minimum balance and the eventual IPO purchase. In addition, we believe that the other information
regarding the account, such as its all-electronic nature, is important for investors in the IPO CSOP. These were discussed in significant detail by LOYAL3 with the staff and we understand that much of it was based on requests by the staff. If the
SEC staff now prefers that the disclosure regarding the CSOP account be limited, we are willing to do so.

 3

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

14. The first paragraph states that investors may cancel their reservations 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.

 We have changed the
language of that sentence to state more clearly: “You may cancel your reservation at any time before the end of the two-hour decision period, at which time, if it has not been canceled, and the price is within the automatic confirmation
range, it will be deemed an accepted order.”

 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.

Reconfirmation takes place during, rather than prior to, the two-hour decision window. It is required if the final price is outside the price range on the
preliminary prospectus. We are now providing participants the ability to reverse their choice even after reconfirming during the two-hour decision period. The language on page A7 now reads: “Even if you have reconfirmed your
reservation, you will have the option to cancel your reservation at any time within 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 allocate to the IPO CSOP “delivered by the lowest purchase amount allowed.” Please revise
to clarify the meaning of this statement.

 We have added the underscored language to that sentence to reflect the intended result that all
participants receive at least the minimum allocation of $200: “We limit the number of participants based on the value of shares we decide to allocate to the IPO CSOP delivered by the lowest purchase amount allowed, which is intended to result
in a minimum allocation of $200 per participant.”

 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.

 We have added
the following risk disclosure to the “Risk Factors”:

 “It may be difficult or costly to sell IPO CSOP shares outside the
IPO CSOP platform and you may only transfer whole shares to another U.S. financial institution.”

 IPO CSOP purchases are made in
dollar amounts, which typically results in fractional shares as part of the purchase. If you want to transfer your share holdings to another US financial institution, you may only transfer your whole shares. In addition, it may be difficult or
costly to sell the IPO shares outside the IPO CSOP platform.”

 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 that 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.

 4

 We also understand that investors will have a choice through LOYAL3 Securities to opt for payment of
dividends as cash into their accounts instead of investment, and therefore we have revised the prospectus to delete all references to the automatic reinvestment of dividends. The choice of whether to opt for cash distribution or investment is
entirely a function of the participant’s independent relationship with LOYAL3 Securities, occurs after the offering has closed, does not involve LOYAL3 Securities acting in any way as our agent, and purchases are made on the open market.

 Plan of Distribution, page A15

 19. We note your statement in the second paragraph that LOYAL3 is not engaging in any solicitation activities. Considering that LOYAL3 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.

 All offers or solicitation
for the IPO CSOP will be made by PDN using the appropriate means of issuer promotion, including Rule 134 notices and free-writing prospectuses. Rule 134 notices direct investors to the enrollment site, and the landing page and other pages on the
enrollment site that may be considered part of the offer process constitute Rule 134 notices by issuer. LOYAL3 Securities, Inc. does not and will not engage in solicitation activities.

 If you have any questions, please contact our counsel Brian Lee or Michael Froy at SNR Denton US LLP. Mr. Lee may be reached (212) 768-6926 and Mr. Froy at (312) 876-8222.

Sincerely,

 /s/ James Kirsch

 James Kirsch

cc:
Brian Lee, Esq.

SNR Denton US LLP

 5

CORRESP
1
filename1.htm

CORRESP

 September 6, 2012

 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

Registration Statement on Form S-1, Amendment 2

July 23, 2012

File No. 333-181594

 Dear Ms. Jacobs:

 By letter dated August 3, 2012 (the “SEC Letter”), the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) provided comments on the Registration Statement on Form S-1/A (the “Amendment”) 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.

 Prospectus Cover Page

1.
We note that you have deleted the disclosure on the prospectus cover page regarding the issuance of the warrant to the underwriter to purchase up to 5% of the
shares being offered by the prospectus. This appears to be material information regarding the total number of shares of common stock being offered that should be presented on the cover page. Please revise to include this information or tell us why
you believe that this disclosure is not material.

 Response

 We have revised the prospectus cover page to disclose the issuance of the warrant to the underwriter to purchase up to 5% of the shares being offered by the prospectus.

2.
We note your response to prior comment 6 that you currently do not know whether you will be a “controlled company” as defined by Nasdaq Rule 5615(a)
following the offering since your offering price has not been determined and you do not know the number of shares of common stock you will be offering. Once you determine your offering price and the number of shares being offered, please revise your
disclosure on the prospectus cover page and prospectus summary that states that you may be deemed a controlled company to indicate whether you will be deemed a controlled company as defined by Nasdaq rules.

September 6, 2012

Page 2

 Response

 We note the Staff’s comment, and while we currently do not know the number of shares of common stock we will be offering, we currently believe that it is more likely than not that we will be deemed a
controlled company as defined by Nasdaq rules. Therefore, we have revised the prospectus cover page and prospectus summary accordingly to state that we will be deemed a controlled company as defined by Nasdaq rules.

Prospectus Summary

3.
We note your response to prior comment 5 that you intend to organize into a Delaware corporation “substantially simultaneously with the effectiveness of
the registration statement” but it is unclear whether you intend to rely on Rule 414 of the Securities Act. Please clarify whether the reorganization will occur before the effectiveness of the registration statement and tell us where you have
provided disclosure in the registration statement that the Delaware corporation will succeed to the obligations of the LLC. Also, disclose as a related party transaction the binding agreement that you intend to enter into prior to the effectiveness
of the registration statement that provides that the members of the LLC will contribute 100% of their membership interests of the LLC to the newly formed corporation.

 Response

 The reorganization will occur immediately prior to our acceleration request for
effectiveness, Therefore, we will not rely on Rule 414. We have added disclosure on page [-] to state that the Delaware corporation will succeed to the obligations of the limited liability company. We are finalizing the reorganization documents, and
once we have entered into such reorganization documents, we will add disclosure in the related party transaction section to disclose such agreements and that the members of the limited liability company will contribute 100% of their membership
interests of the LLC to the newly formed corporation.

 Summary Financial Data, page 12

4.
Please further revise your balance sheet data table on page 13 to include a description of the pro forma column you added in response to our prior comment 7,
similar to the description noted on page 30.

 Response

 We have revised our balance sheet data table on page 13 to include a description of the pro forma column as per the Staff’s request.

 Use of Proceeds, page 29

5.
We note your revised disclosure on page 29 that from time to time, you may meet with and identify acquisition targets but that you currently have no
agreements or commitments with respect to material acquisitions or investments in other companies. Please tell us, with a view toward disclosure, whether the company has any plans which have not yet been formalized or identified any acquisition
targets. This section does not require disclosure of definitive plans and it is acceptable to discuss preliminary plans. See Item 504 of Regulation S-K.

September 6, 2012

Page 3

 Response

 The Company has entered into a letter of intent with Careerimp, Inc. to acquire its assets and assume certain liabilities. However, the Company has no binding obligation to act under the letter of intent.
Furthermore, we do not believe further disclosure in the Use of Proceeds section is required under Item 504 of Regulation S-K.

 Item 504 of
Regulation S-K states that:

 Where, however, pro forma financial statements reflecting such acquisition are not required by Regulation S-X to
be included in the registration statement, the possible terms of any transaction, the identification of the parties thereto or the nature of the business sought need not be disclosed, to the extent that the registrant reasonably determines that
public disclosure of such information would jeopardize the acquisition.

 The disclosure of the letter of intent would jeopardize the
transaction because the letter of intent prohibits the public disclosure of any information contained with the letter of intent.

 Pursuant to
Regulation S-X Rule 11-01 and Rule 3-05, pro forma financial statements are not required in the registration statement because the potential acquisition is neither ‘probable” at this point, nor would the acquisition meet the criteria of a
“significant business combination” under the 20% test set forth in Rule 3-05 of Regulation S-X.

 The letter of intent with
Careerimp, Inc. is being provided to the Staff on a supplemental basis.

 Management’s Discussion and Analysis of Financial
Condition and Results of Operation

 Overview, page 34

6.
We note your revised disclosures on page 34 in response to our prior comment 9. However, we also note that you removed the disclosures regarding the terms of
the current Monster agreement, which included a discussion of the current fee structure and your ability to consistently meet the minimum threshold requirements set forth in the agreement. Please revise to include the information on your existing
contract in addition to the added disclosures on negotiating its renewal or tell us why you believe this information is not relevant to investors.

 Response

 We have revised our disclosures on page 34 to include the information on our
existing contract with Monster that had been removed in our response to prior comment 9 as per the Staff’s request.

September 6, 2012

Page 4

 Liquidity and Capital Resources, page 42

7.
We note your response to our prior comment 12 and your additional disclosure on page 42. Please explain to us why the average days to pay for your two
significant customers of 58 and 78 is significantly less than the days sales outstanding of 105 days for fiscal 2011 and 92 days for the three months ended March 31, 2012. Further, it does not appear that disclosing the average days to pay provides
investors with an understanding as to why your accounts receivable balance and your days sales outstanding are so high relative to your payment terms with those customers that comprise 94% of your revenue for 2011. Please further revise your
disclosures to incorporate such information.

 Response

 The average days to pay for our two significant customers is significantly less than the days sales outstanding for two reasons:

 1. Our largest customer often pays for more than one invoice at a time. They may remit payment for an invoice that is not yet due at the same time they submit payment for an invoice that is 20 days past
due.

 2. In consideration of the fact that we invoice on the last day of the month the current balance in our accounts
receivable aging would be a minimum of $1,016,000 at the end of any given quarter.

 At December 31, 2011 and March 31, 2012, our largest
customer had one invoice that was past due while our second largest customer had two invoices that were past due at December 31, 2011 and one past due invoice at March 31, 2012. In substantially all situations, past due invoices were paid within ten
days of the end of the reporting period. As a result of having two large customers invoiced monthly, our days sales outstanding decreases significantly upon the receipt of payment from either customer. The receipt of payment for two invoices within
ten days of the end of the period decreases our days sales outstanding from 105 to 75 days at January 10, 2012 and from 92 days to 67 days at April 10, 2012. We are providing on a supplemental basis a spreadsheet showing our Average Days to Pay
Report for clearer presentation to the Staff. We believe that our current disclosures are adequate and that further discussion could confuse investors that may otherwise have confidence in the creditworthiness of our two largest customers.

 Certain Relationship and Related Party Transactions

 Agreements with Directors and Executive Officers, page 68

8.
We note your revised disclosure in response to prior comment 13 regarding the investment agreement that provides Mr. Kirsch with additional compensation
payments equal to 30% of the principal payments made by the company under the promissory notes payable to Ferdinando Ladurini. Please disclose as you do in the response letter that no further payments to Mr. Kirsch would be required after the
outstanding notes convert into equity in connection with the initial public offering. Similar revisions should be made to your disclosures in Note 8 to the financial statements.

Response

 We have revised our
disclosures on page 68 and in Note 8 as per the Staff’s request.

September 6, 2012

Page 5

 Underwriting and Plan of Distribution

 IPO Customer Stock Ownership Plan, page 80

9.
Please revise to clarify in this section and in the prospectus summary that you will be offering shares of common stock under the Customer Stock Ownership
Plan through a separate prospectus and that this prospectus does not relate to the CSOP offering.

 Response

 We have added disclosure in the Prospectus Summary and on page 84 of the prospectus to state that “the shares being offered
under the CSOP is offered under a separate prospectus and this prospectus does not relate to the CSOP offering.”

 Financial
Statements

 Note 7. Notes Payable to Members, page F-13

10.
We note from your response to our prior comment 16 that you will provide disclosure regarding an estimate of the conversion price when you and the
underwriters are able to estimate a price range of your initial public offering. We further note that these promissory notes are currently non-convertible; however, you have an understanding with the founding members that the notes will be exchanged
for shares of your common stock at a price per share equal to the offering price. It appears that the terms of this current “understanding” are significant to the financial statements and therefore should be disclosed in the next
amendment, even if the estimated price range of the initial public offering is not yet known. Please revise to include such disclosures.

 Response

 We have revised our disclosures in Note 7 to include the information on the
“understanding” with the founding members, as per the Staff’s request.

 Exhibits

11.
We note that you have not filed the insertion order with the Apollo Group entered into on June 11, 2012 that provides for payment to the company beginning in
July 2012 based upon the number of persons the company refers to the University of Phoenix. It appears that this insertion order modifies your material agreement with the Apollo Group and should be filed as an exhibit pursuant to Item
601(b)(10)(ii)(B) of Regulation S-K.

 Response

 We have filed the insertion order with Apollo Group and have revised the exhibit index accordingly.

September 6, 2012

Page 6

 If you have any questions, please contact our counsel Brian Lee or Michael Froy at SNR Denton US LLP. Mr.
Lee may be reached (212) 768-6926 and Mr. Froy at (312) 876-8222.

 Sincerely,

/s/ James Kirsch

 James Kirsch

cc:
Brian Lee, Esq.

SNR Denton US LLP

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

August 3 , 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. 2 to Registration Statement on Form S -1
Filed July 23, 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.  Unless
otherwise noted, where prior comments are referred to they refer to our letter dated June 29,
2012 .

Prospectus Cover Page

1. We note that you have deleted the disclosure on the prospectus cover page regarding the
issuance of the warrant to the underwriter to purchase up to 5% of the shares being
offered by the prospectus.  This appears to be  material information regarding the total
number of shares of common stock being offered that should be presented on the cover
page.  Please revise to include this information or tell us why you believe that this
disclosure is not material.

2. We note your response to prior comment 6 that you currently do not know whether you
will be a “controlled company” as defined by Nasdaq Rule 5615(a) following the offering
since your offering price has not been determined and you do not know the number of
shares of com mon stock you will be offering.  Once you determine your offering price
and the number of shares being offered, please revise your disclosure on the prospectus
cover page and prospectus summary that states that you may be deemed a controlled
company to ind icate whether you will be deemed a controlled company as defined by
Nasdaq rules.

James Kirsch
Professional Diversity Network, LLC
August 3,  2012
Page 2

 Prospectus Summary

3. We note your response to prior comment 5 that you intend to organize into a Delaware
corporation “substantially simultaneously with the effectiveness o f the registration
statement” but it is unclear whether you intend to rely on Rule 414 of the Securities Act.
Please clarify whether the reorganization will occur before the effectiveness of the
registration statement and tell us where you have provided d isclosure in the registration
statement that the Delaware corporation will succeed to the obligations of the LLC.  Also,
disclose as a related party transaction the binding agreement that you intend to enter into
prior to the effectiveness of the registrat ion statement that provides that the members of
the LLC will contribute 100% of their membership interests of the LLC to the newly
formed corporation.

Summary Financial Data, page 12

4. Please further revise your balance sheet data table on page 13 to incl ude a description of
the pro forma column you added in response to our prior comment 7, similar to the
description noted on page 30.

Use of Proceeds, page 29

5. We note your revised disclosure on page 29 that from time to time, you may meet with
and identify acquisition targets but that you currently have no agreements or
commitments with respect to material acquisitions or investments in other companies.
Please tell us, with a view toward disclosure, whether the company has any plans which
have not yet been formalized or identified any acquisition targets.  This section does not
require disclosure of definitive plans and it is acceptable to discuss preliminary pl ans.
See Item 504 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview, page 34

6. We note your revised disclosures on page 34 in response to our prior comment 9.
However, we also note that you r emoved the disclosures regarding   the terms of the
current Monster agreement, which included a discussion of the current fee structure and
your ability to consistently meet the minimum threshold requirements set forth in the
agreement.  Please revise to in clude the information on your existing contract in addition
to the added disclosures on negotiating its renewal or tell us why you believe this
information is not relevant to investors.

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

 Liquidity and Capital Resources, page 42

7. We note your response to our prior comment 12 and your additional disclosure on page
42.  Please explain to us why the average days to pay for your two significant customers
of 58 and 78 is significantly less than the days sales outstanding of 105 days for  fiscal
2011 and 92 days for the three months ended March 31, 2012.  Further, it does not appear
that disclosing the average days to pay provides investors with an understanding as to
why your accounts receivable balance and your days sales outstanding are  so high
relative to your payment terms with those  customers that comprise 94% of your revenue
for 2011.  Please further revise your disclosures to incorporate such information.

Certain Relationship and Related Party Transactions

Agreements with Directo rs and Executive Officers, page 68

8. We note your revised disclosure in response to prior comment 13 regarding the
investment agreement that provides Mr. Kirsch with additional compensation payments
equal to 30% of the principal payments made by the company  under the promissory notes
payable to Ferdinando Ladurini.  Please disclose as you do in the response letter that no
further payments to Mr. Kirsch would be required after the outstanding notes convert into
equity in connection with the initial public off ering.  Similar revisions should be made to
your disclosures in Note 8 to the financial statements.

Underwriting and Plan of Distribution
IPO Customer Stock Ownership Plan, page 80

9. Please revise to clarify in this section and in the prospectus summary that you will be
offering shares of common stock under the Customer Stock Ownership Plan through a
separate prospectus and that this prospectus does not relate to the CSOP offering.

Financial Statements

Note 7. Notes Payable to Members, page F -13

10. We note from your response to our prior comment 16 that you will provide disclosure
regarding an estimate of the conversion price when you and the underwriters are able to
estimate a price r ange of your initial public offering.  We further note that these
promissory notes are currently non -convertible; however, you have an understanding
with the founding members that the notes will be exchanged for shares of your common
stock at a price per s hare equal to the offering price.  It appears that the terms of this
current “understanding” are significant to the financial statements and therefore should be
disclosed in the next amendment, even if the estimated price range of the initial public
offeri ng is not yet known.  Please revise to include such disclosures.

James Kirsch
Professional Diversity Network, LLC
August 3,  2012
Page 4

 Exhibits

11. We note that you have not filed the insertion order with the Apollo Group entered into on
June 11, 2012 that provides for payment to the company beginning in July 2012 based
upon the number of persons the company refers to the University of Phoenix.  It ap pears
that this insertion order modifies your material agreement with the Apollo Group and
should be filed as an exhibit pursuant to Item 601(b)(10)(ii)(B) of Regulation S -K.

You may contact Melissa Kindelan  at (202) 551 -3564 or Kathleen Collins, Accoun ting
Branch Chief, at (202) 551 -3499  if you have questions 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/ Mark P. Shuman for

Barbara C. Jacobs
Assistant Director

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

CORRESP
1
filename1.htm

CORRESP

 July 20, 2012

 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

Registration Statement on Form S-1

June 12, 2012

File No. 333-181594

 Dear
Ms. Jacobs:

 By letter dated June 29, 2012 (the “SEC Letter”), the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) provided comments on the Registration Statement on Form S-1/A (the “Amendment”) 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.

 General

1.
Please supplementally provide us with any written materials that you or anyone authorized to do so on your behalf provides in reliance on Section 5(d) of the
Securities Act to potential investors that are qualified institutional buyers or institutional accredited investors. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon
Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

Response

 No materials were given to
potential investors that are qualified institutional buyers or institutional accredited investors in reliance on Section 5(d) of the Securities Act. Similarly, there are no research reports about us that are published or distributed in reliance
upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in our offering.

Prospectus Cover Page

2.
It appears that you have included disclosure regarding the Customer Stock Ownership Plan on the cover page of the prospectus. Please tell us why you believe that
this information is appropriate on the cover page and necessary to understand the offering that you are registering in this prospectus.

 July 20, 2012

 Page
 2

 Response

We have included a reference to the Customer Stock Ownership Plan (the “CSOP”) on the cover page of the prospectus because we are
conducting our initial public offering through two prospectuses, one that is being offered under this registration statement and one that is being offered under a separate CSOP registration statement. We believe it is appropriate to disclose
the existence of a simultaneous offering under the CSOP to prospective investors so that an investor can understand the offering in the aggregate.

3.
Please consider disclosing on the cover page that your directors, executive officer and significant stockholders will continue to hold a significant amount of shares
and will continue to have substantial control over corporate matters. This appears to be key information that should be disclosed on the prospectus cover page.

 Response

 We added disclosure on the cover page to state that directors, executive officers
and significant stockholders will continue to hold a significant amount of shares and will continue to have substantial control over corporate matters.

 Prospectus Summary, page 1

4.
Please refer to prior comment 4 and move the defined terms, such as “professionals,” “users,” and “diverse”) to a section of the
prospectus that is not subject to the plain English requirements of Rule 421(d) of Regulation C, such as the Management’s Discussion and Analysis of Financial Condition and Results of Operations section.

Response

 As requested by the Staff, we
have moved the defined terms to the Management’s Discussion and Analysis of Financial Condition and Results of Operations section.

5.
We note your response to prior comment 11 that you will organize as a Delaware corporation as soon as practicable after your registration statement is effective and
the underwriting agreement is signed but prior to the closing the offering. Please tell us whether you intend to rely on Rule 414 of the Securities Act and, if so, what consideration you have given to providing disclosure that the Delaware
corporation will succeed to the obligations of the LLC. Further, tell us whether there is a binding contractual obligation that provides that the members of the company will contribute 100% of their membership interests of the LLC to the newly
formed corporation, other than an understanding that these members will exchange their notes for shares of the common stock. If not, tell us what will occur if the conversion does not occur and the impact that this will have on the company and this
offering.

 July 20, 2012

 Page
 3

 Response

We intend to reorganize into a Delaware corporation substantially simultaneously with the effectiveness of the registration statement. Immediately prior
to the reorganization, the successor entity, Professional Diversity Network, Inc., will have no assets or liabilities other than nominal assets or liabilities, and the reorganization will be effected by a merger or similar succession pursuant to
statutory provisions. The successor entity will acquire all of the assets and assume all of the liabilities and obligations of the predecessor entity. Because we will reorganize substantially simultaneously with the effectiveness of the registration
statement, we would not be subject to the Exchange Act at the time of the reorganization. Therefore, our reorganization will be approved by our three outstanding security holders, but we will not be filing a proxy statement pursuant to
Section 14(a) or information statement pursuant to Section 14(c) of the Exchange Act pursuant to Rule 414, as we would not be subject to the Exchange Act at the time of such approval.

We have provided disclosure that the successor entity will succeed to the obligations of the predecessor entity. We intend to have a binding agreement in
place prior to effectiveness that provides that the members of the predecessor company will contribute 100% of their membership interests of the LLC to the newly formed corporation.

 Risks Associated with Our Business, page 8

6.
Please tell us whether you will be deemed a “controlled company” as defined by Nasdaq Rule 5615(a) and, if so, whether you intend to rely on any exemptions
as a controlled company. If applicable, disclose on your prospectus cover page and prospectus summary that you are a controlled company and add a risk factor that discusses the effect, risks and uncertainties of being designated a controlled
company.

 Response

 Since our offering price has not been determined, and we currently do not know how many shares of our common stock will be offered, we currently do not know whether we will be a controlled company as
defined by Nasdaq Rule 5615(a) following the offering. Nevertheless, we will not rely on any exemptions as a controlled company, and will have a majority independent board of directors, and an audit committee, a nominating committee and a
compensation committee comprised solely of independent directors. We have added disclosure on the cover page and prospectus summary, as well as an additional risk factor disclosing the possibility that we may be a controlled company, and that
we may, in the future, decide to rely on an exemption from such corporate governance requirements.

 Summary Financial Data, page
12

7.
Please revise your balance sheet data table on page 13 to include a “Pro forma” column and a “Pro forma as adjusted” column, both reflecting
respective adjustments, as described, similar to the presentation in the capitalization table on page 30 (as adjusted for the Staffs comment below).

 Response

 We have revised our balance sheet data table to include a “Pro forma”
column and a “Pro forma as adjusted” column as per the Staff’s request.

 July 20, 2012

 Page
 4

 Capitalization, page 30

8.
In order to provide a clearer presentation to investors, please further revise your capitalization table by combining the second and third bullet points where you
describe the “pro forma basis” adjustments into one bullet point so that each bullet will correspond to a specific column in the table. Further revise the title of the “Reorganization Adjustments” column to “Pro forma”
so as to use terminology that is consistent with that in your bullet point description.

 Response

We have revised our capitalization table to combine the second and third bullet points and also revised the title of the columns.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview, page 34

9.
We note your revised disclosures regarding recruitment and advertising revenue in response to prior comment 22. However, it remains unclear that your ability to
generate additional recruitment revenue will be limited unless job posts exceed certain thresholds, which to date, they have not or unless you can renew your agreement on more favorable terms. Please further clarify this in your disclosures noting
the potential impact on future operations. For example, you state that if you renew your agreement with Monster Worldwide, you will seek favorable modifications to amounts payable by Monster. Please clarify that to the extent you are unable to
negotiate such terms, your recruitment revenues may experience, minimal or no growth.

 Response

We have clarified our disclosure to note the potential impact of our potential inability to meet certain thresholds or to renew our agreement on more
favorable terms.

10.
With regards to your revised advertising disclosure on page 35, you state that unless you earn additional advertising revenue from clients outside of the higher
education sector, your ability to generate additional “recruitment” revenue is limited. Please clarify whether this should say your ability to generate additional advertising revenue is limited and if so, please revise.

 Response

We have revised our disclosure to say advertising revenue.

 July 20, 2012

 Page
 5

 Key Components of Our Results of Operations, page 36

11.
We note your response to prior comment 24 and your revised disclosure on page 39 regarding the condominium in Miami. You refer to these payments as “guaranteed
payments” and it is unclear to whom these payments are guaranteed, i.e., Mr. Kirsch, the bank, or another party. Please explain to us specifically what arrangement the company has entered into related to this transaction and tell us what
payments are required and to whom the company is obligated to make such payments. To the extent you are a guarantor within the scope of ASC 460, please tell us how you considered disclosing this transaction pursuant to ASC 460-10-50. If the
arrangement is not within the scope of ASC 460, but you otherwise have an obligation to make payments either directly to Mr. Kirsch or to others on his behalf, please tell us your consideration to disclose that arrangement pursuant to the
guidance in ASC 440. Lastly you note on page 68 that the company will no longer pay the condominium costs effective as of a certain date in 2012. Please explain whether these are the terms under the current agreement, whether you intend to amend the
current agreement, or whether you otherwise determined you will stop paying these costs. Please revise your disclosures accordingly to clarify such terms.

 Response

 We have reviewed the Staff’s comment relating to the
guaranteed payments to Mr. Kirsch. For the sake of clarity, we wish to advise the Staff that we make “guaranteed” payments to Mr. Kirsch as a member of the LLC. These payments are reported as compensation and are treated as
“guaranteed” payments for income tax purposes under IRS Tax Code Section 707-C. The guaranteed payments that we make to Mr. Kirsch include a fixed contractual component specified in the LLC operating agreement and a discretionary
component that includes payments of interest and expenses on the condominium which Mr. Kirsch personally owns to
3rd parties. The discretionary components of these
payments are not being made pursuant to a “guaranty” (as opposed to a “guarantee” arrangement) The Company intends to discontinue paying the condominium costs prior to the closing of the offering; however, we retain the right to
discontinue these payments at any time. Additionally, in order to provide a clearer presentation to investors, we have changed the term “guaranteed payments” to “additional compensation payments” throughout the
document.

 The Company has not issued, signed, committed to or entered into any “guaranty” arrangements (written
or oral) with the bank that financed Mr. Kirsch’s purchase of the condominium, or any other third parties for that matter. Accordingly, the company is not a guarantor within the scope of ASC 460 as this is not a guarantee of 3rd party financial, performance or indemnification debt. The Company
has no direct or indirect obligation, contractually or otherwise to make such payments. The payments made on behalf of Mr. Kirsch are compensatory in nature and do not relate to a guarantee. The Company at its own discretion pays the costs of
the condominium on behalf of Mr. Kirsch; however the Company retains the right to discontinue making these payments. Accordingly, we believe that Mr. Kirsch does not have an enforceable right to these payments that would constitute a
commitment in accordance with ASC 440. Nonetheless, we have revised our disclosure to describe this arrangement in Note 8, Commitments and Contingencies in our Financial Statements.

 Liquidity and Capital Resources, page 50

12.
We note your response to prior comment 26 where you state that the payment terms from your two primary customers, Monster Worldwide and Apollo Group are 45 and 60
days, respectively and your Day Sales Outstanding was 105 days for 2011 and 92 days for the

 July 20, 2012

 Page
 6

three months ended March 31, 2012. It appears that disclosing this information and explaining the reason for the significant difference between the payment
terms and the actual collection periods would be beneficial information to investors in understanding your large accounts receivable balance as well as your overall liquidity position. Please revise your disclosures accordingly.

 Response

We have revised our disclosures to include the payment terms and the average days to pay for our two primary customers instead of disclosing our days
sales outstanding as we feel that this is a more meaningful disclosure. Our average sales per day increased significantly in 2011, by more than 25%, and by about 7.5% in the first quarter of 2012. While our two primary customers may have
historically paid beyond the specified payment terms, our experience has been that they are credit worthy customers and to date we have had no collections issues with either one.

 Executive Compensation

 Guaranteed Payments, page 66

13.
We note your revised disclosure in response to prior comment 35 that the guaranteed payments to Mr. Kirsch in 2010 and 2011 were pursuant to a 2004 agreement in
which Mr. Kirsch was guaranteed payments equal to 30% of the total debt payments made towards the Ladurini Family. Please disclose this arrangement and the payments made to Mr. Kirsch as a related party transaction. Notwithstanding your
cross-reference to the executive compensation disclosure, it appears that this transaction should be more explicitly disclosed on page 68. Further, please tell us, with a view toward disclosure, the business purpose for the guaranteed payments to
Mr. Kirsch. Finally, tell us what consideration you have given to filing the 2004 agreement as a related party agreement pursuant to Item 601(b)(10)((ii)(A) of Regulation S-K.

Response

 We have added the

June 29, 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
Registration Statement on Form S -1
Filed June 12, 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 com ments.  Unless
otherwise noted, where prior comments are referred to they refer to our letter dated May 14,
2012 .

General

1. Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide s in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors.  Similarly, please supplementally provide us with any research reports about
you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating or will participate in your offering.

Prospectus Cover Page

2. It appears that you have included disclosure regarding the Customer Stock Ownership
Plan on the cover page of the prospectus.   Please tell us why you believe that this
information is appropriate on the cover page and necessary to understand the offering that
you are registering in this prospectus.

3. Please consider disclosing on the cover page that your directors, executive officer and
significant stockholders will continue to hold a significant amount of shares and will

James Kirsch
Professional Diversity Network, LLC
June 29, 2012
Page 2

 continue to have substantial control ove r corporate matters.  This appears to be key
information that should be disclosed on the prospectus cover page.

Prospectus Summary, page 1

4. Please refer to prior comment 4 and move the defined terms, such as “professionals,”
“users,” and “diverse”) to a section of the prospectus that is not subject to the plain
English requirements of Rule 421(d) of Regulation C, such as the Management’s
Discussion and Analysis of Financial Condition and Results of Operations section.

5. We note  your response to prior comm ent 11 that you will organize as a Delaware
corporation as soon as practicable after your registration statement is effective and the
underwriting agreement is signed but prior to the closing the offering.  Please tell us
whether you intend to rely on Rule  414 of the Securities Act and, if so, what
consideration you have given to providing disclosure that the Delaware corporation will
succeed to the obligations of the LLC.  Further, t ell us whether there is a binding
contractual obligation that provides tha t the members of the company will contribute
100% of their membership interests of the LLC to the newly formed corporation, other
than an understanding that these members will exchange their notes for shares of the
common stock.  If not, tell us what will occur if the conversion does not occur and the
impact that this will have on the company and this offering.
Risks Associated with  Our Business, page 8
6. Please tell us whether you will be deemed a “controlled company” as defined by Nasdaq
Rule 5615(a) and , if so,  whether you intend to rely on any exemptions as a controlled
company.  If applicable, disclose on your prospectus cover page and prospectus summary
that you are a controlled company and add a risk factor that discusses the effect, risks and
uncerta inties of being designated a controlled company.

Summary Financial Data, page 12

7. Please revise your balance sheet data table on page 13 to include a “Pro forma” column
and a “Pro forma as adjusted” column, both reflecting respective adjustments, as
described, similar to the presentation in the capitalization table on page 30 (as adjust ed
for the Staff’s comment below).

Capitalization, page 30

8. In order to provide a clearer presentation to investors, please further revise your
capitalization table by combining the second and third bullet points where you describe
the “pro forma basis”  adjustments into one bullet point so that each bullet will correspond
to a specific column in the table.  Further revise the title of the “Reorganization

James Kirsch
Professional Diversity Network, LLC
June 29, 2012
Page 3

 Adjustments” column to “Pro forma” so as to use terminology that is consistent with that
in your bull et point description.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview, page 34

9. We note your revised disclosures regarding recruitment and advertising revenue in
response to prior comment 22.  However, it re mains unclear that your ability to generate
additional recruitment revenue will be limited unless job posts exceed certain thresholds,
which to date, they have not or unless you can renew your agreement on more favorable
terms.  Please further clarify this  in your disclosures noting the potential impact on future
operations.  For example, you state that if you renew your agreement with Monster
Worldwide, you will seek favorable modifications to amounts payable by Monster.
Please clarify that to the extent you are unable to negotiate such terms, your recruitment
revenues may experience, minimal or no growth.

10. With regards to your revised advertising disclosure on page 35, you state that unless you
earn additional advertising revenue from clients outside of  the higher education sector,
your ability to generate additional “recruitment” revenue is limited.  Please clarify
whether this should say your ability to generate additional advertising  revenue is limited
and if so, please revise.

Key Components of Ou r Results of Operations, page 36

11. We note your response to prior comment 24 and your revised disclosure on page 39
regarding the condominium in Miami.  You refer to these payments as “guaranteed
payments” and it is unclear to whom these payments are guaran teed, i.e., Mr. Krisch, the
bank, or another party.  Please explain to us specifically what arrangement the company
has entered into related to this transaction and tell us what payments are required and to
whom the company is obligated to make such paymen ts.  To the extent you are a
guarantor within the scope of ASC 460, please tell us how you considered disclosing this
transaction pursuant to ASC 460 -10-50.  If the arrangement is not within the scope of
ASC 460, but you otherwise have an obligation to mak e payments either directly to Mr.
Krisch or to others on his behalf, please tell us your consideration to disclose that
arrangement pursuant to the guidance in ASC 440.  Lastly you note on page 68 that the
company will no longer pay the condominium costs e ffective as of a certain date in 2012.
Please explain whether these are the terms under the current agreement, whether you
intend to amend the current agreement, or whether you otherwise determined you will
stop paying these costs.  Please revise your dis closures accordingly to clarify such terms.

James Kirsch
Professional Diversity Network, LLC
June 29, 2012
Page 4

 Liquidity and Capital Resources, page 50

12. We note your response to prior comment 26 where you state that the payment terms from
your two primary customers, Monster Worldwide and Apollo Group are 45 and 60 days,
respectively and your Days Sales Outstanding was 105 days for 2011 and 92 days for the
three months ended March 31, 2012.  It appears that disclosing this information and
explaining the reason for the significant difference between the payment terms and the
actual collection periods would be beneficial information to investors in understandi ng
your large accounts receivable balance as well as your overall liquidity position.  Please
revise your disclosures accordingly.

Executive Compensation

Guaranteed Payments, page 66

13. We note your revised disclosure in response to prior comment 35 that  the guaranteed
payments to Mr. Kirsch in 2010 and 2011 were pursuant to a 2004 agreement in which
Mr. Kirsch was guaranteed payments equal to 30% of the total debt payments made
towards the Ladurini Family.  Please disclose this arrangement and the paymen ts made to
Mr. Kirsch as a related party transaction.  Notwithstanding your cross -reference to the
executive compensation disclosure, it appears that this transaction should be more
explicitly disclosed on page 68.  Further, please tell us, with a view tow ard disclosure, the
business purpose for the gu aranteed payments to Mr. Kirsch.  Finally, tell us what
consideration you have given to filing the 2004 agreement as a related party agreement
pursuant to Item 601(b)(10)((ii)(A) of Regulation S -K.

Notes to  Financial Statements

Note 3.  Summary of Significant Accounting Policies

Revenue Recognition, page F -7

14. We note your revised disclosures with regards to the Apollo Group Agreements in Note
10.  Please explain further your revenue recognition policy for this arrangement.  In this
regard, we note that the second media schedule with Apollo Group provides for annual
income of $1.55 million subject to two year performance audit rights, fixed monthly
amounts and 99.9% site availability.  You also refer to cert ain minimum monthly website
visits on page F -7.  Tell us how you account for the revenue in this arrangement (e.g.,
ratably over the term) and tell us how you factor these performance conditions into your
policy.

15. Please revise your disclosures here to i ncorporate the information provided in your
response to prior comment 39 regarding your revenue sharing agreements.  Also, when
your partners invoice you for their share of the revenue, tell us to which expense account

James Kirsch
Professional Diversity Network, LLC
June 29, 2012
Page 5

 you record this charge.  In addition,  for arrangements in which the advertising is sold by
the professional organizations, tell us whether you invoice the partners for only your
portion of the revenue share or some other amount.

Note 7. Notes Payable to Members

16. Please revise your disclosur es (either here or in the subsequent events footnote) to
include a discussion of the conversion terms for the members notes.

Note 8. Commitments and Contingencies

17. You state on 66 that Mr. Krisch  will receive guaranteed payments equal to 30% of the
total debt payments made towards the Ladurini Family Trust promissory notes.  Please
clarify whether these payments will be made by the company in addition to the amounts
currently due on the Ladurini F amily Trust promissory notes or whether the Ladurini
Family will pay this guarantee out of the Trust’s funds.  Also, tell us how the terms of the
guaranteed payments are impacted if the notes are converted into common stock.  In
addition, tell us your cons ideration for disclosing this obligation and the pertinent terms
of the agreement here.

Exhibits

18. We note that you intend to seek confidential treatment for portions of your exhibits.  Be
advised that we will review the applications when they are submit ted and provide any
comments separately.  Any such comments will need to be resolved prior to the effective
date of the registration statement.

You may contact Melissa Kindelan  at (202) 551 -3564 or Kathleen Collins, Accounting
Branch Chief, at (202) 551 -3499  if you have questions 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
Assis tant Director

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

CORRESP
1
filename1.htm

CORRESP

 June 11, 2012

 Barbara C. Jacobs

 Assistant Director

 United States Securities and

 Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
Professional Diversity Network, LLC

 Registration Statement on Form S-1

 Submitted April 16, 2012, Filed on
May 23, 2012

 CIK No. 0001546296

 Dear Ms. Jacobs:

 By letter dated May 14, 2012 (the “SEC Letter”), the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided comments on the Confidential Draft Registration Statement on Form S-1 (the “Amendment”) 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.

 General

1.
Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, please disclose on your prospectus
cover page that you are an emerging growth company and revise your prospectus to:

•

 Describe how and when a company may lose emerging growth company status;

•

 Briefly describe the various exemptions that are available to you, such as exemptions from Section 404(b) of the Sarbanes-Oxley Act of
2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and

•

 State your election under Section 107(b) of the JOBS Act:

•

 If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to
Section 107(b), include a statement that the election is irrevocable; or

•

 If you have elected to use the extended transition period for complying with new or revised accounting standards under
Section 102(b)(1), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to
private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in your critical
accounting policy disclosures.

•

 In addition, consider describing the extent to which any of these exemptions are available to you as a Smaller Reporting Company.

 Response

We have added the requested disclosure to the prospectus cover page as well as to pages 11, 26-27 and 39 of the amendment.

 June 11, 2012

Page
 2

2.
Please update your financial statements and related disclosures pursuant to Rule 8-08 of Regulation S-X.

Response

 We have updated our financial
statements and related disclosures in the prospectus pursuant to Rule 8-08 of Regulation S-X.

3.
Please supplementally provide us with copies of any graphical materials or artwork you intend to use in your prospectus. Upon review of these materials, we may have
further comments. Please refer to Question 101.02 of our Compliance and Disclosure Interpretations relating to Securities Act Forms available on our website.

 Response

 We will provide the Staff with graphical materials or artwork once we have
finalized the graphical materials we intend to use in the prospectus.

 Prospectus Summary

4.
We note your inclusion of defined terms in the front of your prospectus, which is subject to the plain English principles of Rule 421(d) of Regulation C. Rule 421(d)
provides that information in the front of the prospectus must highlight information that is important for investors, and must also be easy to read. See SEC Release No. 33-7497. The defined terms should be moved to a section of the prospectus
that is not subject to Rule 421(d). To conform to the requirements of Rule 421(b), replace specialized definitions with short descriptive phrases that you use throughout the text.

Response

 We have revised the front of
the prospectus to remove the defined terms, and have where practicable, replaced defined terms with short descriptive phrases.

5.
It appears that you do not define your key metrics (i.e., unique visitors, number of visits, members) until the Business section of the prospectus, although these
terms are used throughout the registration statement. Please include these definitions in the forepart of the prospectus.

Response

 We have included the
definitions of our key metrics in the forepart of the prospectus where the metrics are used and discussed. Please see page 6 of the revised prospectus.

6.
Please provide supplemental support for the following assertions regarding your market position.

•

 You believe that “iHispano.com is the largest United States online professional network catering to Hispanic-American professionals
based on the number of members, visits and unique visitors to the website.”

•

 You believe that AMightyRiver.com “is a leading online professional network focused on African-Americans based on the number of visits
and unique visitors to the website.”

•

 You believe that “iHispano.com has more members and received more visits and unique visitors than any other online diversity recruitment
network focused on Hispanic-Americans” and that you believe “AMightyRiver.com has more members and received more visits and unique visitors than any other online diversity recruitment network focused on African-Americans.”

 June 11, 2012

Page
 3

Response

 The beliefs cited by the Staff
are based upon our experience in the industry. In light of the Staff’s comment, we have removed the above statements from the prospectus.

7.
Please provide a balanced discussion of the reported number of members on your websites throughout the prospectus. We note your disclosure on page 24 that the
reported number of members in your networks is higher than the number of actual individual members. This appears to be material information that should be presented in the prospectus summary and business section alongside your statistics regarding
the number of members on each of your websites.

 Response

 We have presented the referenced disclosure in the prospectus summary business section alongside our statistics regarding the number of members on each of your websites. Please see pages 6 and 53 of
the revised prospectus.

8.
Please consider highlighting your relationship with Apollo and Monster.com in the forepart of your prospectus summary as it appears to be a material source of your
revenues.

 Response

 We have added a new section in our prospectus summary to highlight our relationship with Apollo Group and Monster Worldwide. Please see pages 2-3 of the revised prospectus.

9.
With respect to all third-party statements in your prospectus — such as market data by the U.S. Equal Employment Opportunity Commission, Bureau of Labor
Statistics, the Kenan-Flagler Business School, Evercore Partners, and eMarketer, Inc., among others — please provide us with the relevant portion of the industry research reports you cite. To expedite our review, please clearly mark each source
to highlight the applicable portion of the section containing the statistic, and cross-reference it to the appropriate location in your prospectus. Tell us whether any of the reports, other than those prepared by the government, were prepared for
you or in connection with the offering. Also, ensure that the dates of the reports are disclosed in the prospectus.

Response

 We are providing the Staff with
copies of third party sources cited in our prospectus. The supplemental annexes being provided are highlighted to show the relevant portion we have cited and are cross-referenced to the page number(s) in the prospectus. None of the third party
information we cited in the prospectus was prepared for us or in connection with the offering.

 In addition, as requested by the Staff, we
have disclosed the dates of the reports cited in the prospectus.

 Risks Associated with Our Business

10.
Please provide quantitative information regarding your material risks in the prospectus summary to provide investors with additional context regarding the risk. For
example, disclose the percentages of revenue that you have generated from your two customers. As a further example, disclose the amount and percentage of shares held by your directors, executive officers, and significant stockholders after the
offering.

 Response

 We revised the prospectus to include quantitative information regarding our material risks in the prospectus summary to provide additional context regarding risk. Among other additional information, we
have disclosed (i) the percentages of revenue that we have generated from our two major customers, (ii) that our management board and significant stockholder currently hold all of our outstanding equity interests, and (iii) added
language

 June 11, 2012

Page
 4

that will provide for disclosure of the amount and percentage of shares held by our directors, executive officers and significant stockholders after the offering. Please see page 8 of
the revised prospectus.

 Company Information, page 11

11.
Please tell us in more detail the timing of your plans to restructure Professional Diversity Network, LLC into a Delaware corporation. Explain when you plan to
convert the company into a Delaware corporation and when each holder of an outstanding membership interest will contribute to the company all of the right, title, and interest in and to the holder’s entire ownership interest in the company.
With a view toward disclosure, please tell us the number of parties that hold membership interest in the company.

Response

 As soon as practicable after
our registration is effective and the underwriting agreement is signed, and prior to the closing of the offering, we will reorganize as a Delaware corporation. Specifically, the members of Professional Diversity Network, LLC (the “LLC”)
who have made loans to the LLC will contribute their loans to capital and all of the members will contribute 100% of the membership interests of the LLC to the newly-formed corporation following which the LLC will merge into the corporation. At
present, three persons, the Ladurini Trust, James Kirsch and Rudy Martinez, hold all of the membership interests in the LLC.

 Risk
Factors

12.
We note that some of your risk factors discuss several distinct risks to the company or an investment in the company’s securities under one heading. Consider
revising the risk factors, particularly those listed in bullet point format on pages 21-22 and 28-29, to provide separately captioned paragraphs that address specifically how the conditions and uncertainties present material risks to potential
investors.

 Response

 At the Staff’s request, we have revised our risk factor section, including revising the risk factors on prior pages 21-22 and 28-29, to provide separately captioned risk factors, remove duplicative
risk factors, avoid generic disclosure and make other revisions to specify how conditions and uncertainties present material risks to potential investors.

 Nasdaq may delist our common stock from quotation on its exchange..., page 34

13.
We note your disclosure that you will not offer your common stock unless you are approved for listing on a national securities exchange. Please tell us, with a view
towards disclosure, the conditions under which you will not offer the securities.

 Response

In the forepart of our prospectus, we have highlighted the condition that we will not offer our common stock unless we are approved for listing on a
national securities exchange. Other than obtaining an acceptable price for the sale of our securities, we do not have any other conditions under which we will not offer the securities.

 We are obligated to develop and maintain proper and effective internal controls over financial reporting..., page 36

14.
Please clarify your disclosure in this risk factor regarding Section 404 of the Sarbanes Oxley Act to indicate the circumstances under which you would be first
required to provide the attestation report of an auditor with respect to management’s report on its internal control over financial reporting.

 Response

 We have revised the risk factor referenced by the Staff to indicate the
circumstances under which we would be first required to provide the attestation report of an auditor with respect to management’s report on its internal control over financial reporting. Please see page 26 of the revised prospectus.

 June 11, 2012

Page
 5

15.
We note that you are in the process of evaluating and correcting a material weakness in your internal control over financial reporting related to the segregation of
duties. While we note that you have not yet remediated this weakness, please describe the steps you are currently taking to correct this problem; disclose how long you estimate it will take to remediate this weakness and disclose any material costs
associated with your remediation plan that you have incurred (or that you expect to incur). To the extent that you have not made any efforts to correct this weakness and you do not intend to do so in the near future, please revise to indicate as
such.

 Response

 We have revised the risk factor referenced by the Staff to disclosure the steps we have taken to address the material weakness, when we expect to remediate disclosed the material weakness and the costs
associated with our remediation plan. Please see page 26 of the revised prospectus.

 Special Note Regarding Forward-Looking
Statements, page 37

16.
We note your statement that some of the information in the prospectus is based on industry publications and reports generated by third parties and that you have not
independently verified the third-party data. You are responsible for the entire content of the registration statement and should not include language that can be interpreted as a disclaimer of information you have chosen to include. Please revise.

 Response

We have revised the Special Note Regarding Forward-Looking Statements and removed language that can be interpreted as a disclaimer of information from
industry publications and reporting generated by third parties.

 Use of Proceeds, page 39

17.
To the extent known, please provide more detail regarding the purposes for which the net proceeds in this offering are intended to be used. In this regard, consider
disclosing the amount of proceeds that you plan to use to hire sales and marketing personnel and additional product development personnel. This section does not require disclosure of definitive plans and it is acceptable to discuss preliminary
plans. See Item 504 of Regulation S-K.

 Response

 We have revised the Use of Proceeds section to provide additional detail regarding the purposes for which the net proceeds of the offering are intended to be used. Please see pages 10 and 29 of the
revised prospectus.

 Capitalization, page 40

18.
At the top of page 40 you state the pro forma basis reflects the conversion of promissory notes into shares of common stock. Describe further the conversion terms
for these notes and tell us how you determined this adjustment meets the factually supportable criteria of Rule 11-02(b)(6) of Regulation S-X such that it should be included in your pro forma disclosures.

Response

 The conversion terms of the
promissory notes have not been determined or consummated at the time of this response as we did not contemplate their conversion upon their issuance in November, 2004. The promissory notes are currently not convertible. However in connection with
the offering, we have an understanding with our noteholders that the outstanding notes will be exchanged into shares of our common stock at a price per share equal to the offering price. Prior to the effectiveness of the registration statement, we
anticipate that we will enter into a debt conv

May 14, 2012

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

Re: Professional Diversity Network, LLC
Confidential Draft Registration Statement on Form S -1
Submitted April 16, 2012
  CIK No. 0001546296

Dear  Mr. Kirsch :

We have reviewed your confidential draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendm ent is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comment s.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that
you are an emerging growth company and revise your prospectus to:
 Describe  how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchan ge Act of 1934; and
 State your election under Section 107(b) of the JOBS Act:

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 2

 o If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a
statement that the e lection is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Section 102(b)(1), provide a risk factor
explaining that this election allows you to delay the adoption of new  or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.  Please state in your
risk factor that, as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.
 Include a similar statement in your critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company .

2. Please update your financial statements and related disclosures pursuant to Rule 8 -08 of
Regulation S -X.

3. Please supplementally  provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of these materials, we may have further
comments.  Please refer to Question 101.02 of our Compliance and Disclosure
Interpretations relating to  Securities Act Forms  available on our website.

Prospectus Summary

4. We note your inclusion of defined terms  in the front of your prospectus, which is subject
to the plain English principles of Rule 421(d) of Regulation C.  Rule 421(d) provides that
information in the front of the prospectus must highlight information that is important for
investors, and must al so be easy to read.  See SEC Release No. 33 -7497.  The defined
terms should be moved to a section of the prospectus that is not subject to Rule 421(d).
To conform to the requirements of Rule 421(b), replace specialized definitions with short
descriptive p hrases that you use throughout the text.

5. It appears that you do not define your key metrics (i.e., unique visitors, number of visits,
members) until the Business section of the prospectus,  although these terms are used
throughout  the registration stateme nt.  Please include these definitions in the forepart of
the prospectus.

6. Please provide supplemental support for the following assertions regarding your market
position.

 You believe that “iHispano.com is the largest United States online professional
network catering to Hispanic -American professionals based on the number of
members, visits and unique visitors to the website.”

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 3

 You believe that AMightyRiver.com “is a leading online professional network
focused on African -Americans based on the number of visits and unique visitors to
the website.”

 You believe that “iHispano.com has more members and received more visits and
unique visitors than any other online diversity recruitment network focused on
Hispanic -Americans” and that you believe “AMightyRiver. com has more members
and received more visits and unique visitors than any other online diversity
recruitment network focused on African -Americans.”

7. Please provide a balanced discussion of the reported number of members on your
websites throughout the pro spectus.  We note your disclosure on page 24 that the
reported number of members in your networks is higher than the number of actual
individual members.  This appears to be material information that should be presented  in
the prospectus summary and busine ss section alongside your statistics regarding the
number of members on each of your websites.

8. Please consider highlighting your relationship with Apollo and Monster.com in the
forepart of your prospectus summary as it appears to be a material source of your
revenues.

9. With respect to all third -party statements in your prospectus -- such as market data by the
U.S. Equal Employment Opportunity Commission, Bureau of Labor Statistics, the
Kenan -Flagler Business School, Evercore Partners, and eMarketer, Inc. , among others  --
please provide us with the relevant portion of the industry research reports yo u cite.  To
expedite our review, please clearly mark each source to highlight the applicable portion
of the section containing the statistic, and cross -reference it to the appropriate location in
your prospectus.  Tell us whether any of the reports , other than those prepared by the
government,  were prepared for you or in connection with the offering.  Also, ensure that
the dates of the reports  are disclosed in the prospectus.

Risks Associated with Our Business

10. Please provide quantitative information regarding your material risks in the prospectus
summary to provide investors with additional context regarding the risk.  For example,
disclose the percentages of revenue that you have generated from your two customers.
As a further example, disclose the amount and percentage of shares held by your
directors, executive officers, and significant stockholders after the offering .

Company Information, page 11

11. Please tell us in more detail the timing of your plans to restruct ure Professional Diversity
Network, LLC into a Delaware corporation .  Explain when you plan to convert the

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 4

 company into a Delaware corporation and when each holder of an outstanding
membership interest will contribute to the company all of the right, title , and interest in
and to the holder’s entire ownership interest in the company.  With a view toward
disclosure, please tell us the number of parties that hold membership interest in the
company.

Risk Factors

12. We note that some of your risk factors discus s several distinct risks to the company or an
investment in the company’s securities under one heading.  Consider revising the risk
factors, particularly those listed in bullet point format on pages 21 -22 and 28 -29, to
provide separately captioned paragrap hs that address specifically how the conditions and
uncertainties present material risks to potential investors.

Nasdaq may delist our common stock from quotation on its exchange…, page 34

13. We note your disclosure that you will not offer your common stock unless you are
approved for listing on a national securities exchange.   Please tell us, with a view towards
disclosure,  the cond itions under which you will not offer the securities.

We are obligated to develop and maintain proper and effective inte rnal controls over financial
reporting…, page 36

14. Please clarify your disclosure in this risk factor regarding Section 404 of the Sarbanes -
Oxley Act to indicate the circumstances under which you would be first required to
provide the attestation report of an auditor with respect to management’s report on its
internal control over financial reporting.

15. We note that you are in the process of evaluating and correcting a material we akness in
your internal control  over financial reporting related to the segregation of duties.  While
we note that you have not yet remediated this weakness, please describe the steps you are
currently taking to correct this problem; disclose how long you estimate it will take to
remedi ate this weakness and disclose any material costs associated with your remediation
plan that you have incurred (or that you expect to incur).  To the extent that you have not
made any efforts to correct this weakness and you do not intend to do so in the n ear
future, please revise  to indicate as such.

Special Note Regarding Forward -Looking Statements, page 37

16. We note your statement that some of the information in the prospectus is based on
industry publications and reports ge nerated by third parties and  that you have not
independently verified  the third -party data .  You are responsible for the entire content of
the registration statement and should not include language that can be interpreted as a
disclaimer of information you have chosen to include.  Pl ease revise.

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 5

 Use of Proceeds, page 39

17. To the extent known, please provide more detail regarding the purposes for which the net
proceeds in this offering are intended to be used.  In this regard, consider disclosing the
amount of proceeds that you plan t o use to hire sales and marketing personnel and
additional product development personnel.  This section does not require disclosure of
definitive plans and it is acceptable to discuss preliminary plans.  See Item 504 of
Regulation S -K.

Capitalization, pa ge 40

18. At the top of page 40 you state the pro forma basis reflects the conversion of promissory
notes into shares of common stock.  Describe further the conversion terms  for these notes
and tell us  how you determined this adjustment meets the factually su pportable criteria of
Rule 11 -02(b)(6) of Regulation S -X such that it should be included  in your pro forma
disclosures.

19. Revise the table on page 40 to include a pro forma column (between the actual and pro
forma as adjusted columns) that reflects the completion of your corporate reorganization
and the conversion of the promissory notes.  Also, revise to include the notes payable in
the table, as appropriate, and ensure that the information included in the “actual” column
reflects the amount of converti ble debt and members equity from the most recent balance
sheet included in the filing.

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

Overview, page 44

20. Please expand your overview section to provide a balanced, exe cutive -level discussion
that identifies the most important themes or other significant matters with which
management is concerned primarily in evaluating the company’s financial condition and
operating results.  This should include, but is not limited to, discussing economic or
industry -wide factors relevant to you, and giving insight into material opportunities,
challenges and risks, such as those presented by known material trends and uncertainties,
on which your executives are most focused for both the s hort and long term, as well as
the actions they are taking to address these opportunities, challenges and risks.  See Item
303(a) of Regulation S -K and SEC Release No. 33 -8350. For example, consider
discussing the trends and uncertainties associated with y our relationship and dependence
with Monster and Apollo.

21. We note your disclosure on page 17 regarding the limitations in generating recruitment
revenue from other sources as you cannot compete directly or indirectly with Monster.
Please incorporate tho se disclosures here and include a discussion regarding how you

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 6

 believe such provisions will impact your future operations. We refer you to Item
303(a)(3)(ii) of Regulation S -K and SEC Release 33 -8350.

22. According to the  terms of your agreement with Monste r and Apollo it seems the majority
of your revenue is earned based on a flat fee and unless the terms are modified, future
revenue will not change with the exception of potential commissions to be earned under
the Monster agreement if job posts exceed cert ain thresholds.  Please clarify your
disclosure to identify this as a known trend noting how this will impact future operations,
or tell us why you do not believe such disclosure is necessary.  We refer you to Item
303(a)(3)(ii) of Regulation S -K and SEC R elease 33 -8350.

Results of Operations, page 44

23. There are several instances where two or more sources of a material change have been
identified, but the dollar amounts for each source that contributed to the change are not
disclosed.   For instance, you disclose on page 46 that the increase in net revenu e for your
consumer advertising and consumer marketing solutions was due to revenues derived
from the agreement with Apollo and to a lesser extent due to an overall increase in
professional hiring demand and further markets penetration of your consumer adv ertising
and consumer marketing solutions.  Revise your disclosures to quantify the sources that
contributed to a material change.   Please see Item 303(a)(3) of Regulation S -K and
Section III.B of SEC Release 33 -8350.

24. In your discussion of the changes in  general and administrative expense you provide a
cross reference to “Agreements with Directors and Executive Officers” for more
information about guaranteed payments.  However, the only reference that we noted was
on page 77 where you refer to $57,600 in guaranteed payments to Mr. Kirsch as part of
his compensation.  It remains unclear how this disclosure supports the $234,000 decrease
in guaranteed payments as discussed on page 46. Please explain. To the extent you are
referring to the fees paid for Mr. K irsch’s condominium, please revise your disclosures
both here and in your “Agreements with Directors and Executive Officers” section to
clarify the terms of this arrangement and its impact on your results of operations.

Liquidity and Capital Resources, page 50

25. Please revise your disclosures to clearly state whether your available funds and cash
flows from operations will satisfy your working capital requirements for the next twelve
months.  We refer you to FRC 501.03(a) and Section IV of Release No. 33 -8350.

26. Please tell us the typical payment terms for your arrangements and provide us with your
days sales outstanding for each period presented.

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 7

 Business

Overview, page 54

27. Please revise to include a materially complete description of your agreement with Apollo
from who you derive the majority of your consumer advertising and consumer marketing
solutions revenue.  We note that you provide some of the details of the agreement in the
notes to the financial statements on page F -18 and F -19 and on page 17 , such as the term
of the agreement,  you should provide a materially complete description in the Business
section.  The discussion should include the financial terms o