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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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 *

Wang Maoji
2. Issuer Name and Ticker or Trading Symbol

Professional Diversity Network, Inc. [ IPDN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

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

3/9/2017
(Street)

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

4/14/2017 
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

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
Employee Stock Option (right to buy)   $10.72   (1) 3/9/2017     A      210000         (2) 3/8/2027   Common Stock   210000   $0   210000   D    

Explanation of Responses:
(1)  This is an amendment of the Form 4 filed by the reporting person on April 14, 2017. The options were granted to the reporting person pursuant to the Employment Agreement between the Company and the reporting person, which was executed on March 9, 2017 but was retroactively effective as of December 22, 2016 for purposes of base compensation. In connection with the approval of the Employment Agreement, the Board also granted to the reporting person subject to shareholder approval of the amendment to the Company's 2013 Equity Compensation Plan. Shareholder approval was obtained on June 26, 2017. As a result, the Options were effectively granted as of March 9, 2017 with an exercise price equal to $10.72 per share, the closing price of the Company's stock on March 9, 2017.
(2)  The options vest in accordance with the following schedule: (i) 1/3 of the shares underlying the option vested immediately on the date of grant (which is March 9, 2017), (ii) 1/3 of the shares underlying the option will vest on December 22, 2017, and (iii) 1/3 of the shares underlying the option will vest on December 22, 2018.

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

Signatures
/s/ Jiangping (Gary) Xiao, Attorney-in-Fact 3/16/2018
** 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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