1
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NAMES
OF REPORTING PERSONS.
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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Cosmic
Forward Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
[ ]
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(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Republic
of Seychelles
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7
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SOLE
VOTING POWER
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0
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NUMBER
OF
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8
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SHARED
VOTING POWER
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SHARES
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BENEFICIALLY
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3,438,699
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OWNED
BY EACH
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9
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
WITH
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0
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10
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SHARED
DISPOSITIVE POWER
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3,438,699
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,438,699
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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31.5%1
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14
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TYPE
OF REPORTING PERSON
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OO
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1
Percentage calculated based on 10,920,973 shares of Common Stock outstanding as of March 31, 2020 as set forth in the Schedule
14C filed by the Company on April 16, 2020.
Explanatory
Note
This
Amendment No. 3 hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on November 16, 2016, as amended by the Amendment No. 1 filed with the SEC on December 21, 2016 and Amendment No. 2 filed on
January 18, 2017 (the “Schedule 13D”).
Item
1.
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Security
and Issuer.
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This
statement relates to the shares of common stock, par value $0.01 per share (the “Shares”) of Professional Diversity
Network, Inc., a Delaware corporation (the “Issuer” or the “Company”). The Issuer’s
principal executive offices are located at 801 W. Adams Street, Suite 600, Chicago, Illinois 60607.
Item
2.
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Identity
and Background.
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The
Reporting Person is a Republic of Seychelles company. The Reporting Person is a holding company. The address for the Reporting
Person is 28th floor, Dongbao Tower, No.787 East Dongfeng Road, Yuexiu District, Guangzhou, China.
To
the knowledge of the Reporting Person, the name, business address, present principal occupation, and citizenship of each of the
directors and executive officers of the Reporting Person are set forth on Schedule A and incorporated herein by reference.
During
the last five years, the Reporting Person (or to the knowledge of the Reporting Person, any of the persons listed on Schedule
A) (a) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has not been
a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining such person
from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation
of U.S. federal or state securities laws.
Item
3.
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Source
and Amount of Funds or Other Considerations.
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The
responses to Item 4, Item 5 and Item 6 of this statement are incorporated herein by reference.
On
November 15, 2019, the Reporting Person purchased (the “Purchase”) from Ms. Yingling Wu, an individual, 1,142,857
issued and outstanding Shares in accordance with the Stock Transfer Agreement dated as of November 15, 2019 (the “Purchase
Agreement”) for a per-share price of $1.75 (the “Per Share Price”) and an aggregate consideration of $2,000,000
in cash (such transaction, the “Share Purchase”). The Purchase was funded by the Reporting Person from its working
capital.
The
foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement,
which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.
Item
4.
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Purpose
of Transaction.
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The
Reporting Person beneficially owned approximately 25.7% of the Company on a fully diluted basis immediately prior to the Share
Purchase. The Reporting Person’s beneficial ownership percentage increased to approximately 38.5% immediately after the
Share Purchase. The purpose of the Purchase was to increase the Reporting Personal beneficial ownership percentage so that it
would have the power to appoint at least three directors to the Board of Directors of the Company pursuant to that certain Stockholders’
Agreement, dated as of November 7, 2016, between the Reporting Person and the Issuer (the “Shareholders’ Agreement”).
The
responses to Item 3, Item 5 and Item 6 of this Statement are incorporated herein by reference.
On
November 15, 2019, the Reporting Person delivered a written notice to the Company, pursuant to which the Reporting Person nominated
Mr. Xin (Adam) He, the Company’s then serving Chief Financial Officer, to be a director of the Company and fill the vacancy
created by the resignation of the Company former CEO and Chairman, Mr. Maoji (Michael) Wang. As announced by the Form 8-K filed
on November 18, 2019, Mr. He was appointed a director and the interim CEO effective on November 15, 2019. The Reporting Person
previously appointed Mr. Hao (Howard) Zhang and Ms. Lida Fang to serve as directors of the Company pursuant to the Shareholders’
Agreement.
The
Reporting Person may further purchase, hold, vote, trade, dispose or otherwise deal in the Shares at times, and in such manner,
as the Reporting Person deems advisable to benefit from changes in market prices of such Shares, changes in the Issuer’s
operations, business strategy or prospects, or from any sale or merger of the Issuer. To evaluate such alternatives, the Reporting
Person will routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic
matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements
of the Reporting Person and other investment considerations. The Reporting Person has discussed and may further discuss such matters
with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or
competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially
affect, and result in, the Reporting Person’s modifying its ownership of the Issuer’s Shares, exchanging information
with the Issuer, proposing changes in the Issuer’s operations or board of directors, governance or capitalization, or in
proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The
Reporting Person reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to
their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule
13D, or acquire additional Shares or dispose of all the Shares beneficially owned by them, in the public market or privately negotiated
transactions. The Reporting Person may at any time reconsider and change their plans or proposals relating to the foregoing.
Item
5.
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Interest
in Securities of the Issuer.
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The
responses to Item 3, Item 4 and Item 6 of this Statement are incorporated herein by reference.
The
Reporting Person beneficially owns, in the aggregate, 3,438,699 Shares, representing approximately 38.5% of the Issuer’s
total outstanding Shares immediately after the Share Purchase (based upon the 8,934,168 Shares outstanding as of November 18,
2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the
Securities and Exchange Commission on November 19, 2019). The Reporting Person’s ownership percentage was subsequently diluted
and as of the date of this Schedule 13D/A it owns approximately 31.5% of the total outstanding Shares.
To
the best knowledge of Reporting Person no other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The
responses to Item 3, Item 4 and Item 5 of this Statement are incorporated herein by reference.
The
Purchase Agreement provides for the terms and conditions of the Share Purchase.
The
foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement,
which is filed as an exhibit to this Schedule 13D and incorporated herein by reference
Item
7.
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Materials
to be Filed as Exhibits.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
May 3, 2020
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Cosmic
Forward Limited
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By:
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/s/
Quentin Zheng
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Name:
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Quentin
Zheng
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Title:
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President
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