Professional Diversity Network (IPDN) Form 4 Professional Diversity Network / Xin He ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

He Xin

(Last) (First) (Middle)

C/O PDN INC.

55 EAST MONROE STREET, SUITE 2120

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Professional Diversity Network, Inc. [ IPDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2024		A		40,000(2)	A	$0	280,938	D
Common Stock	07/01/2024		A		1,000,000	A	$0.495	1,280,938	I(3)	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	$0	07/19/2023		A		40,000		(2)	(2)	Common Stock	40,000	$0	40,000	D
Stock Options(4)	$4.46							07/05/2024	07/05/2034	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

2. On July 18, 2023, the Company granted an award of 120,000 shares of Restricted Stock Units to Mr. He in connection with the execution of an employment agreement between the Company and Mr. He. The Restricted Stock Units issued to the Executive will vest one third (1/3) annually. The last 40,000 shares underlying the Restricted Stock Units will vest on July 18, 2025.

3. On June 28, 2024, the Company entered into a stock purchase agreement of 1,000,000 shares of the Company's common stock at a unit price of $0.495 with Eighty-eight Investment LLC, wholly owned and controlled by Mr. He. The Agreement resulted in aggregate proceeds of $495,000.

4. Mr. He held 15,000 shares of stock option of the Company prior to the reported transactions.

	/s/ Xin He	07/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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