Statement of Beneficial Ownership (sc 13d)
January 17 2023 - 10:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
PROFESSIONAL
DIVERSITY NETWORK, INC.
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class of Securities)
Hongjun
Chen
+86
1870 260 1422
Apt.
1505, Block 5B, Gangxiatianyuan, Shennan Boulevard
Shenzhen,
Guangdong Province, China
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
14
January 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 17 C.F.R. § 240.13d-1(e), 17 C.F.R. § 240.13d-1(f), or 17 C.F.R. § 240.13d-1(g),
check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 17 C.F.R.
§ 240.13d-7 for other parties to whom copies are to be sent.
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).
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Hongjun
Chen |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒
(b) |
3. |
SEC Use Only
|
4. |
Source
of Funds (See Instructions)
OO |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
6. |
Citizenship
or Place of Organization
People’s
Republic of China |
7. |
Sole
Voting Power
2,325,581 |
8. |
Shared Voting Power
|
9. |
Sole
Dispositive Power
2,325,581 |
10. |
Shared Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,325,581 |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13. |
Percent
of Class Represented by Amount in Row
11.2%
(See Item 5) |
14. |
Type
of Reporting Person (See Instructions)
IN |
Item
1. Security and Issuer
This
statement on Schedule 13D (this “Schedule 13D”) relates to the Common Stock, $0.01 par value per share (the “Shares”),
of PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer
is located at 55 East Monroe Street, Suite 2120, Chicago, Illinois 60603, USA. The Shares are listed on the NASDAQ market under the trading
symbol “IPDN”. Information given in response to each item shall be deemed incorporated by reference in all other items, as
applicable.
Item
2. Identity and Background
(a) | This
Schedule 13D is being field on behalf of Hongjun Chen
(the “Reporting Person” ). |
(b) | The
business address of the Reporting Person is Apt. 1505, Block 5B, Gangxiatianyuan, Shennan
Boulevard, Shenzhen, Guangdong Province, China. |
(c) | Present
principal occupation or employment of the Reporting Person is self-employed. |
(d) | The
Reporting Person has not, during the past five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors). |
(e) | The
Reporting Person has not, during the past five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction, as a result of which she
became or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. |
(f) | Citizenship
of the Reporting Person is People’s Republic of China. |
Item
3. Source and Amount of Funds or Other Considerations
Available
net assets were used to purchase the shares of Common Stock referred to in this Schedule 13D. The total amount of the funds used to make
the purchases described in Item 5 was $1,000,000.
Item
4. Purpose of Transaction
Ms.
Chen acquired Shares to establish investment positions in the Issuer. Subject to market and business conditions and other factors, Ms.
Chen may purchase additional Shares, maintain her present ownership of Shares or sell some or all of the Shares.
As
of the date of this filing, the Reporting Person does not have any plans or proposals which relate to or would result in:
(a) | The
acquisition by any person of additional securities of the Issuer, or the disposition of securities
of the Issuer; |
(b) | An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries; |
(c) | A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
(d) |
Any change in the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
(e) | Any
material change in the present capitalization or dividend policy of the Issuer; |
(f) |
Any other material change in the Issuer’s business or corporate structure including but
not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act of 1940; |
(g) | Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; |
(h) |
Causing a class of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
(i) | A
class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; |
(j) | Any
action similar to any of those enumerated above. |
Item
5. Interest in Securities of the Issuer
(a) | The
percentages of ownership indicated in this Schedule 13D are calculated based on 18,409,281
Shares of Common Stock, par value $0.01 per share, reported as outstanding as of December
19, 2022 (the “Record Date”), in the Issuer’s Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2022, as filed with the United States
Securities and Exchange Commission on November 14, 2022. |
As
of the date of this Schedule 13D, the Reporting Person collectively held an aggregate of 2,325,581 Shares, constituting approximately
11.2% of the Issuer’s outstanding Shares as of the Record Date.
(b) | To
the best knowledge of the Reporting Person, except as disclosed in this Schedule 13D, none
of the Reporting Person has effected any transactions relating to the Shares during the past
60 days. |
(c) | To
the knowledge of the Reporting Person, other than as herein disclosed, no person other than
the Reporting Person is known to have the right to receive, or the power to direct the receipt
of dividends from, or proceeds from the sale of the Ordinary Shares. |
(d) | –
(e ) Not applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
To
the knowledge of the Reporting Persons, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding
or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to
any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
Exhibit
– Form 8-K, Item 3.02 Unregistered Sales of Equity Securities, filed on December 20,2022.
Signature
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.
By: |
/s/ Hongjun Chen |
|
Name: |
Hongjun Chen |
|
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