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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 *
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 (Month/Day/Year)
03/11/2019
(Street)

CHICAGO, IL 60607		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 Stock 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, IL 60607		       Chief Financial Officer  

Signatures

 /s/ Xin He.   05/15/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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