SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE13G/A
Underthe Securities Exchange Act of 1934
(Amendment No. 1)*
ProfessionalDiversity Network, Inc.
(Nameof Issuer)
CommonStock, par value $0.01 per share
(Titleof Class of Securities)
74312Y301
(CUSIPNumber)
December31, 2023
(Dateof Event which Requires Filing of this Statement)
Checkthe 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 respectto the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures providedin a prior cover page.
Theinformation required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Actbut shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIPNo. 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 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATEAMOUNT 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.
CUSIPNo. 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 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
99,900
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
99,900
9. AGGREGATEAMOUNT 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 reportingperson. Based on
11,070,484 shares of common stock, par value $0.01 per share, of the issuer
(the "Common Stock"), asdisclosed in the issuer's Quarterly Report on Form
10-Q for the fiscal period ended September 30, 2023, filed with the U.S.
Securitiesand Exchange Commission (the "SEC") on November 14, 2023 (the "Form
10-Q").
CUSIPNo. 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 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHAREDVOTING POWER
99,900
7. SOLE DISPOSITIVE POWER
0
8. SHAREDDISPOSITIVE POWER
99,900
9. AGGREGATEAMOUNT 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 reportingperson. 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 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHAREDVOTING POWER
99,900
7. SOLE DISPOSITIVE POWER
0
8. SHAREDDISPOSITIVE POWER
99,900
9. AGGREGATEAMOUNT 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 reportingperson. 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 Statementon Schedule 13G (this "
Amendment
") amends and supplements the Statement on Schedule 13G filed by the reporting
personswith the U.S. Securities and Exchange Commission ("
SEC
") on June 30, 2023 (the "
Statement
"). Thepurpose of this Amendment is to update the beneficial ownership
information on the cover pages and in Item 4 in the Statement, includingto
indicate that each of the reporting persons have ceased to be the beneficial
owner of more than five percent of the outstanding sharesof 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.
Item1(a). Name of Issuer:
ProfessionalDiversity Network, Inc. (the "
Issuer
").
Item1(b). Address of Issuer's Principal Executive Offices:
TheIssuer's principal executive offices are located at 55 Monroe Street, Suite
2120, Chicago, IL 60603.
Item2(a). Names of Persons Filing:
This Amendment is filed by:
(i) Tumim Stone Capital LLC, a Delaware limited liability company ("
Tumim
(ii) ");
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 collectivelyreferred to as the "
Reporting Persons
". Any disclosures herein with respect to persons other than the Reporting
Personsare made on information and belief after making inquiry to the
appropriate party.
The Reporting Persons have entered into a Joint FilingAgreement, a copy of
which is filed as Exhibit 1 to the Statement, filed by the Reporting Persons
with the SEC on June 30, 2023, pursuantto which they have agreed to file this
Amendment and any subsequent amendments to the Statement jointly in accordance
with the provisionsof Rule 13d-1(k) of the Act.
Thefiling of this Amendment should not be construed in and of itself as an
admission by any Reporting Person as to beneficial ownershipof the securities
reported herein.
Item2(b). Address of Principal Business Office or, if none, Residence:
Theprincipal business address of each of the Reporting Persons is 2 Wooster
Street, 2
nd
Floor, New York, NY 10013.
Item2(c). Citizenship:
Tumimis 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.
Item2(d). Title of Class of Securities:
The title of the class of securities to which thisstatement relates is the
issuer's common stock, par value $0.01 per share.
Item2(e). CUSIP Number:
74312Y301
CUSIP No. 74312Y301 13G Page 7 of 10 Pages
Item3. If This Statement is Filed Pursuant to (s)(s)240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing isa:
Notapplicable.
Item4. Ownership.
(a)Amount beneficially owned:
Tumim - 99,900
3i - 0
3i Management - 99,900
Mr. Tarlow - 99,900
(b)Percent of class:
Tumim - 0.9%
3i - 0%
3i Management - 0.9%
Mr. Tarlow - 0.9%
(c)Number of shares as to which the Reporting Person has:
Tumim
(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
3i
(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
3i Management
(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
Mr. Tarlow
(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
Item5. Ownership of Five Percent or Less of a Class.
Ifthis statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficialowner of more than five
percent of the class of securities, check the following .
Item6. Ownership of More than Five Percent on Behalf of Another Person.
Notapplicable.
CUSIP No. 74312Y301 13G Page 8 of 10 Pages
Item7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Notapplicable.
Item8. Identification and Classification of Members of the Group.
Notapplicable.
Item9. Notice of Dissolution of Group.
Notapplicable.
Item10. Certification.
By signing below each of the Reporting Persons certifythat, to the best of
each of their knowledge and belief, the securities referred to above were not
acquired and are not held for the purposeof or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held inconnection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection
witha nomination under (s) 240.14a-11.
CUSIP No. 74312Y301 13G Page 9 of 10 Pages
Afterreasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, completeand correct.
Date: February12, 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
Exhibit Description
No.
1 Joint Filing Agreement, dated June 30, 2023
(incorporated by reference to Exhibit 1 to the Statement on Schedule
13G filed by the Reporting Persons with the SEC on June 30, 2023).