j520150f144.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
 
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SEC USE ONLY
DOCUMENT SEQUENCE NO.
 
CUSIP NUMBER
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.  
1 (a) NAME OF ISSUER (Please type or print) (b) IRS IDENT. NO. (c) S.E.C. FILE NO. WORK LOCATION
Professional Diversity Network, Inc.
80-0900177
001-35824
 
 
1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO.
801 W. Adams Street, Suite 600
Chicago
IL
60607
 AREA CODE NUMBER
312
614-0950
2 (a) NAME OF PERSON FOR WHOSE
         ACCOUNT THE  SECURITIES
         ARE TO BE SOLD
 
(b) RELATIONSHIP
      TO ISSUER
(c) ADDRESS STREET CITY STATE ZIP CODE
Rudy Martinez
  
 
former executive officer
2327 University Court
Naperville
IL
60565
 
INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
3 (a)
Title of
the Class
of Securities
To Be  Sold
(b)
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker
who is Acquiring the Securities
SEC USE ONLY
(c)
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
(d)
Aggregate
Market
Value
(See instr.  3(d))
(e)
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
(f)
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
(g)
Name of Each
Securities
Exchange
(See instr. 3(g))
Broker-Dealer
File Number
Common Stock
Merriman Capital, Inc.
  
100,000
$285,000
(as of May 20, 2015)
14,598,072
(as of May 14, 2015)
May 27, 2015
NASDAQ Stock
Market
               
               
 
INSTRUCTIONS:
1.  (a) Name of issuer 3.  (a) Title of the class of securities to be sold
   (b) Issuer's I.R.S. Identification Number    (b) Name and address of each broker through whom the securities are intended to be sold
   (c) Issuer's S.E.C. file number, if any    (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
   (d) Issuer's address, including zip code    (d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
   (e) Issuer's telephone number, including area code    (e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof  outstanding, as shown by the most recent report or statement published by the issuer
         (f) Approximate date on which the securities are to be sold
2.  (a)
Name of person for whose account the securities  are to be sold
    (g) Name of each securities exchange, if any, on which the securities are intended to be sold
   (b)
Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
      
   (c) Such person's address, including zip code      
 
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
SEC 1147 (08-07)
 
 
 
 
 
TABLE I -- SECURITIES TO BE SOLD
 
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:
 
Title of
the Class
Date you
Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
Securities Acquired
Date of
 Payment
Nature of Payment
Common Stock
March 8, 2013
Issued in connection with the issuer’s reorganization from an LLC into a corporation
Professional Diversity Network, Inc.
344,285
N/A
N/A
       
 
  
 
  
INSTRUCTIONS:
 
 If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.    
TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Sold Gross Proceeds
 
  
 
 
 
         
         
         
REMARKS:
 
 
 
INSTRUCTIONS:
 
 
ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
 
 
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted  a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
 
 
 
5/21/2015
  
/s/ Rudy Martinez
DATE OF NOTICE   (SIGNATURE)
     
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1
    
 
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
 
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
 
SEC 1147 (02-08)