Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Professional Diversity Network, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

74312Y103

(CUSIP Number)

Todd M. Enright

White Winston Select Asset Funds, LLC

265 Franklin St., Suite 1702

Boston, MA 02110

801-938-7540

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 15, 2017

(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 §§240.13d-1(e), 240.13d-1(f) or 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 §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons 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).

 

 

 

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13D

 

CUSIP No. 74312Y103		Page 2 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   White Winston Select Asset Funds, LLC
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)       WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER       0
				8.		SHARED VOTING POWER       0
				9.		SOLE DISPOSITIVE POWER       0
				10.		SHARED DISPOSITIVE POWER       305,616
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       305,616 (1) (2)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       7.5%
14.		TYPE OF REPORTING PERSON (see instructions)       OO

 

(1)	Includes 180,616 shares of the Issuers common stock owned by PDN Investment Trust, a Massachusetts business trust. White Winston Select Asset Funds, LLC is the sole trustee of PDN Investment Trust.

(2)	Includes a warrant to purchase up to 125,000 Shares at an exercise price of $20.00 per share, which warrant is exercisable at any time before December 30, 2021.

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13D

 

CUSIP No. 74312Y103		Page 3 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Todd M. Enright
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION       New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER       0
				8.		SHARED VOTING POWER       0
				9.		SOLE DISPOSITIVE POWER       0
				10.		SHARED DISPOSITIVE POWER       305,616
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       305,616 (1) (2)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       7.5%
14.		TYPE OF REPORTING PERSON (see instructions)       IN

 

(1)	Includes 180,616 shares of the Issuers common stock owned by PDN Investment Trust, a Massachusetts business trust. White Winston Select Asset Funds, LLC is the sole trustee of PDN Investment Trust.

(2)	Includes a warrant to purchase up to 125,000 Shares at an exercise price of $20.00 per share, which warrant is exercisable at any time before December 30, 2021.

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13D

 

CUSIP No. 74312Y103		Page 4 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Mark Blundell
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION       Utah
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER       0
				8.		SHARED VOTING POWER       0
				9.		SOLE DISPOSITIVE POWER       0
				10.		SHARED DISPOSITIVE POWER       305,616
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       305,616 (1) (2)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       7.5%
14.		TYPE OF REPORTING PERSON (see instructions)       IN

 

(1)	Includes 180,616 shares of the Issuers common stock owned by PDN Investment Trust, a Massachusetts business trust. White Winston Select Asset Funds, LLC is the sole trustee of PDN Investment Trust.

(2)	Includes a warrant to purchase up to 125,000 Shares at an exercise price of $20.00 per share, which warrant is exercisable at any time before December 30, 2021.

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13D

 

CUSIP No. 74312Y103		Page 5 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Donald Feagan
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION       Utah
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER       0
				8.		SHARED VOTING POWER       0
				9.		SOLE DISPOSITIVE POWER       0
				10.		SHARED DISPOSITIVE POWER       305,616
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       305,616 (1) (2)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       7.5%
14.		TYPE OF REPORTING PERSON (see instructions)       IN

 

(1)	Includes 180,616 shares of the Issuers common stock owned by PDN Investment Trust, a Massachusetts business trust. White Winston Select Asset Funds, LLC is the sole trustee of PDN Investment Trust.

(2)	Includes a warrant to purchase up to 125,000 Shares at an exercise price of $20.00 per share, which warrant is exercisable at any time before December 30, 2021.

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13D

 

CUSIP No. 74312Y103				Page 6 of 9 Pages

 

EXPLANATORY NOTE

This statement amends and restates the Schedule 13D originally filed on July 11, 2016, and initially amended on November 7, 2016. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. All items not supplemented in this Amendment remain unchanged from the Schedule 13D, as in effect prior to the date of this amendment. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms in the Schedule 13D.

 

Item 1.

Security and Issuer.

This statement relates to 180,616 shares (the Issued Shares) of the Common Stock, par value $0.01 per share (Common Stock), Professional Diversity Network, Inc. (the Issuer), and a warrant (the $2.50 Warrant) to purchase an additional 125,000 shares (the Warrant Shares) of Common Stock exercisable at any time prior to December 30, 2021, at a per share price of $20.00. The Issued Shares were acquired on November 7, 2016, upon exercise of two warrants (the $0.25 Warrants and together with the $2.50 Warrant, the Warrants): one exercisable for up to 125,000 shares of Common Stock and another Warrant exercisable for up to 218,750 shares of Common Stock. The Warrants were acquired from the Issuer as partial consideration under the Master Credit Facility, dated as of June 30 2016, among the Fund, the Issuer and certain subsidiaries of the Issuer (the Master Credit Facility) which provides for a revolving credit facility to the Issuer. The number of shares of Common Stock for which the Warrants were exercisable was adjusted for a 1-for-8 reverse split of the Common Stock on September 27, 2016. On November 7, 2016, 97,305 of the shares of Common Stock acquired upon exercise of the $0.25 Warrants were repurchased by the Issuer pursuant to a partial issuer tender offer. On May 15, 2017, the Fund distributed 246,445 of the shares to its members, including 180,616 shares to PDN Investment Trust, a Massachusetts business trust. The Fund is the sole trustee of PDN Investment Trust. The address of the principal executive offices of the Issuer is 801 W. Adams Street, Suite 600, Chicago, Illinois 60607.

 

Item 5.

Interest in Securities of the Issuer.

The Reporting Persons may be deemed to beneficially own, in the aggregate 305,616 shares of Common Stock (the Aggregate Shares), representing approximately 7.5% of the Issuers outstanding capital stock based upon the 3,934,616 shares of the Issuers Common Stock stated to be outstanding as of May 11, 2017, in the Issuers Form 10-Q filing with the Securities and Exchange Commission on May 15, 2017.

The Fund has the right to require the Issuer to register any shares acquired upon exercise of the Warrants (the Warrant Shares) with the Securities and Exchange Commission if the Issuer is registering other shares of Common Stock or if it is eligible to register shares of Common Stock on Form S-3, in each case subject to certain conditions and exceptions.

The Partners, by virtue of their relationship to the Fund, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the Aggregate Shares. The Partners disclaim beneficial ownership of the Aggregate Shares for all other purposes.

The Fund has sole voting power and sole dispositive power with regard to the Aggregate Shares. The Partners have shared voting power and shared dispositive power with regard to the Aggregate Shares.

The following table sets forth all transactions with respect to Aggregate Shares effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise noted below, all such transactions were effected in the open market, and the table includes commissions paid in per share prices.

 

Name of Reporting Person

Date of Transaction

Purchase or Sale

Amount of Securities

Price Per Share

White Winston Select Asset Funds, LLC

05/15/17

Sale

(1)

246,445

(1)

N/A

(1)

 

(1)	The shares were distributed to members of the Fund for no consideration. Includes 180,616 shares of Common Stock transferred to PDN Investment Trust. White Winston Select Asset Funds, LLC is the sole trustee of PDN Investment Trust.

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13D

 

CUSIP No. 74312Y103				Page 7 of 9 Pages

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to Be Filed as Exhibits.

Exhibit A - Joint Filing Agreement

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13D

 

CUSIP No. 74312Y103				Page 8 of 9 Pages

 

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.