Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Proman Matthew B.
 2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2014		 3. Issuer Name and Ticker or Trading Symbol
Professional Diversity Network, Inc. [IPDN]
(Last)
(First)
(Middle)
801 W. ADAMS STREET, STE. 600		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO and EVP
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHICAGO, IL 60607		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,110,975
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Common Stock 06/24/2024 04/11/2024(1) Common Stock 183,000 $ 3.45 D  
Warrant to purchase Common Stock 09/25/2015 09/24/2019 Common Stock 50,000 $ 4 D  
Warrant to purchase Common Stock 09/24/2014 09/24/2019 Common Stock 131,250 $ 10 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Proman Matthew B.
801 W. ADAMS STREET
STE. 600
CHICAGO, IL 60607		   X   X   COO and EVP  

Signatures

/s/ David Mecklenburger, Attorney-in-Fact 10/06/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The options described on this line become exercisable in full for 60 days following the first to occur of the following: (a) the reporting person's death or disability, (b) the reporting person's separation from service with the issuer, (c) a change in control of the issuer or (d) the date that is nine years and nine months from the grant date of the options.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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