SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Professional
Diversity Network, Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
74312Y301
(CUSIP
Number)
December
31, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 74312Y301 |
|
13G |
|
Page
2 of 10 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
3i, LP |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
| 3. |
SEC USE
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.0% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
(1) This constitutes an exit filing for the reporting person.
CUSIP
No. 74312Y301 |
|
13G |
|
Page 3
of 10 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
Tumim Stone Capital LLC
|
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
| 3. |
SEC USE
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
99,900 |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
99,900 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,900 |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.9% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
(1) This constitutes an exit filing for the reporting
person. Based on 11,070,484 shares of common stock, par value $0.01 per share, of the issuer (the “Common Stock”), as
disclosed in the issuer’s Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2023, filed with the U.S. Securities
and Exchange Commission (the “SEC”) on November 14, 2023 (the “Form 10-Q”).
CUSIP
No. 74312Y301 |
|
13G |
|
Page 4
of 10 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
3i Management LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
| 3. |
SEC USE
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
99,900 |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
99,900 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,900 |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.9% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
(1) This constitutes an exit filing for the reporting
person. Based on 11,070,484 shares of Common Stock, as disclosed in the Form 10-Q.
| CUSIP
No. 74312Y301 |
|
13G |
|
Page 5
of 10 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
Maier Joshua Tarlow |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
| 3. |
SEC USE
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
99,900 |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
99,900 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,900 |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.9% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1) This constitutes an exit filing for the reporting
person. Based on 11,070,484 shares of Common Stock, as disclosed in the Form 10-Q.
| CUSIP
No. 74312Y301 |
|
13G |
|
Page 6
of 10 Pages |
This Amendment No. 1 to Statement
on Schedule 13G (this “Amendment”) amends and supplements the Statement on Schedule 13G filed by the reporting persons
with the U.S. Securities and Exchange Commission (“SEC”) on June 30, 2023 (the “Statement”). The
purpose of this Amendment is to update the beneficial ownership information on the cover pages and in Item 4 in the Statement, including
to indicate that each of the reporting persons have ceased to be the beneficial owner of more than five percent of the outstanding shares
of the outstanding common stock of the issuer and to amend Item 5 of the Statement accordingly, as well as to amend Items 2(b) and 2(e)
of the Statement. This Amendment constitutes an exit filing for each of the reporting persons.
Item
1(a). Name of Issuer:
Professional
Diversity Network, Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
Issuer’s principal executive offices are located at 55 Monroe Street, Suite 2120, Chicago, IL 60603.
Item
2(a). Names of Persons Filing:
| This Amendment is filed by: |
| |
|
| |
(i)
(ii)
|
Tumim
Stone Capital LLC, a Delaware limited liability company (“Tumim”);
3i,
LP, a Delaware limited partnership (“3i”); |
| |
|
| |
(iii) |
3i Management LLC, a Delaware limited
liability company (“3i Management”); and |
| |
|
| |
(iv) |
Maier Joshua Tarlow, a United States citizen
(“Mr. Tarlow”). |
The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons
are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing
Agreement, a copy of which is filed as Exhibit 1 to the Statement, filed by the Reporting Persons with the SEC on June 30, 2023, pursuant
to which they have agreed to file this Amendment and any subsequent amendments to the Statement jointly in accordance with the provisions
of Rule 13d-1(k) of the Act.
The
filing of this Amendment should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
Item
2(c). Citizenship:
Tumim
is a Delaware limited liability company. 3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company.
Mr. Tarlow is a citizen of the United States.
Item
2(d). Title of Class of Securities:
The title of the class of securities to which this
statement relates is the issuer’s common stock, par value $0.01 per share.
Item
2(e). CUSIP Number: 74312Y301
| CUSIP
No. 74312Y301 |
|
13G |
|
Page 7
of 10 Pages |
Item
3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is
a:
Not
applicable.
Item
4. Ownership.
(a)
Amount beneficially owned:
(b)
Percent of class:
(c)
Number of shares as to which the Reporting Person has:
| (i) | Sole
power to vote or direct the vote - 0 |
| (ii) | Shared
power to vote or direct the vote - 99,900 |
| (iii) | Sole
power to dispose or to direct the disposition of - 0 |
| (iv) | Shared
power to dispose or to direct the disposition of - 99,900 |
| (i) | Sole
power to vote or direct the vote - 0 |
| (ii) | Shared
power to vote or direct the vote - 0 |
| (iii) | Sole
power to dispose or to direct the disposition of - 0 |
| (iv) | Shared
power to dispose or to direct the disposition of - 0 |
| (i) | Sole
power to vote or direct the vote - 0 |
| (ii) | Shared
power to vote or direct the vote - 99,900 |
| (iii) | Sole
power to dispose or to direct the disposition of - 0 |
| (iv) | Shared
power to dispose or to direct the disposition of - 99,900 |
| (i) | Sole
power to vote or direct the vote - 0 |
| (ii) | Shared
power to vote or direct the vote - 99,900 |
| (iii) | Sole
power to dispose or to direct the disposition of - 0 |
| (iv) | Shared
power to dispose or to direct the disposition of - 99,900 |
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
| CUSIP
No. 74312Y301 |
|
13G |
|
Page 8
of 10 Pages |
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By signing below each of the Reporting Persons certify
that, to the best of each of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with
a nomination under § 240.14a-11.
| CUSIP
No. 74312Y301 |
|
13G |
|
Page 9
of 10 Pages |
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.
Date: February
12, 2024
| |
Tumim Stone Capital LLC |
| |
|
|
| |
By: |
3i Management, LLC, |
| |
|
its Manager |
| |
|
|
| |
By: |
/s/ Maier J.
Tarlow |
| |
|
Name: Maier J. Tarlow |
| |
|
Title: Manager |
| |
|
|
| |
3i, LP |
| |
|
|
| |
By: |
3i Management LLC, |
| |
|
its General Partner |
| |
|
|
| |
By: |
/s/ Maier J.
Tarlow |
| |
|
Name: Maier J. Tarlow |
| |
|
Title: Manager |
| |
|
|
| |
3i Management LLC |
| |
|
|
| |
By: |
/s/ Maier J.
Tarlow |
| |
|
Name: Maier J. Tarlow |
| |
|
Title: Manager |
| |
|
|
| |
/s/
Maier J. Tarlow |
| |
Maier J. Tarlow |
| |
|
|
| CUSIP
No. 74312Y301 |
|
13G |
|
Page 10
of 10 Pages |
LIST OF EXHIBITS
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