SEC Form SC 13G/A filed by Professional Diversity Network Inc. (Amendment)
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:
| ● | 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 |
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
|
Exhibit |
Description | |
| 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). | |