Sec Form 4 Filing - He Xin @ Professional Diversity Network, Inc. - 2019-03-11

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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/YY) 03/11/2019 (Street) CHICAGO, IL60607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 05/12/2019 A 5,102 ( 1 ) A $ 0 ( 1 ) 5,102 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 03/11/2019 A 30,000 03/11/2019( 2 ) 03/11/2029 Common S tock 30,000 $ 0 30,000 D Restricted Stock Units ( 3 ) ( 4 ) 05/12/2019 A 1,166 05/12/2019( 3 ) 05/12/2029 Common Stock 1,166 $ 0 10,031 D

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, IL60607 Chief Financial Officer Signatures /s/ Xin He. 05/15/2019 Signature of Reporting Person Date

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.

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).

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