FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

He Xin 		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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O PROFESSIONAL DIVERSITY, NETWORK, INC., 801 W. ADAMS, SIXTH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/11/2019
(Street)

CHICAGO, IL 60607
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) 5/12/2019     A    5102   (1) A $0   (1) 5102   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Options to Purchase Common Stock   (2) $2.23   3/11/2019     A      30000       3/11/2019   (2) 3/11/2029   Common Stock   30000   $0   30000   D    
Restricted Stock Units   (3)   (4) 5/12/2019     A      1166       5/12/2019   (3) 5/12/2029   Common Stock   1166   $0   10031   D    

Explanation of Responses:
(1)  The Company granted 5,102 shares of its common stock to the Reporting Person as the payment of his unpaid compensation of $16,479.17 based on a share price of $3.23 per share.
(2)  The options shall vest 1/3 immediately upon award on March 11, 2019 (the "Effective Date"), 1 /3 on the first anniversary of the Effective Date, and the final 1 /3 on the second anniversary of the Effective Date.
(3)  The Company granted 1,166 restricted stock units to the Reporting Person as the compensation for serving on the Board of Directors of the Company for the period from January 1, 2019 to March 11, 2019. Such restricted stock units were vested immediately.
(4)  Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
He Xin
C/O PROFESSIONAL DIVERSITY
NETWORK, INC., 801 W. ADAMS, SIXTH FLOOR
CHICAGO, IL 60607

Chief Financial Officer

Signatures
/s/ Xin He. 5/15/2019
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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