13D Filing: Grizzlyrock Institutional Value Partners, LP and Potbelly Corp (PBPB)

GrizzlyRock Institutional Value Partners, LP (“GrizzlyRock Fund“) may direct the vote and disposition of the 301,133 shares of Common Stock it holds directly.  GrizzlyRock Capital, LLC (“GrizzlyRock Capital“) and GrizzlyRock GP, LLC (“GrizzlyRock GP“) serve as the investment adviser to and the general partner of the GrizzlyRock Fund, respectively, and may direct the vote and disposition of the 301,133 shares of Common Stock held by the GrizzlyRock Fund.  Kyle Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP and may direct GrizzlyRock Capital to direct the vote and disposition of the 301,133 shares of Common Stock held by the GrizzlyRock Fund.  Mr. Mowery specifically disclaims beneficial ownership of such shares.  The securities reported herein as being beneficially owned by GrizzlyRock Capital, GrizzlyRock GP, the GrizzlyRock Fund and Mr. Mowery (collectively, the “GrizzlyRock Group“) do not include any securities held by the Vivaldi Group (as defined below), except as provided below.

Vivaldi Asset Management, LLC (“Vivaldi“) is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) certain series of Investment Managers Series Trust II, a registered investment company, specifically the WV Concentrated Equities Fund and the Vivaldi Multi-Strategy Fund, (ii) The Relative Value Fund, a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act“),  and (iii) the Vivaldi Opportunities Fund, a Maryland corporation registered under the Investment Company Act (collectively, the “Client Accounts“).  As investment adviser to the Client Accounts, Vivaldi has the authority to invest the funds of the Client Accounts in securities (including shares of Common Stock of the Issuer) as well as the authority to purchase, vote and dispose of securities (including the 1,021,124 shares of Common Stock of the Issuer held by the Client Accounts), and may thus be deemed the beneficial owner of the shares of the Issuer’s Common Stock held in the Client Accounts.  Vivaldi does not own any Common Stock for its own account and disclaims beneficial ownership of the shares of Common Stock reported herein.  The securities reported herein as being beneficially owned by Vivaldi do not include any securities held by the GrizzlyRock Group.

Vivaldi Holdings, LLC (“Vivaldi Holdings“, and collectively with Vivaldi, the “Vivaldi Group“) controls Vivaldi.  By virtue of its control of Vivaldi, Vivaldi Holdings may be deemed to have a beneficial interest in the 1,021,124 shares of the Issuer’s Common Stock held by Vivaldi on behalf of the Client Accounts.  Vivaldi Holdings does not own any Common Stock for its own account and disclaims beneficial ownership of the shares of Common Stock reported herein.  Information regarding the executive officers and managing members of Vivaldi Holdings is set forth on Annex 1 attached hereto and incorporated herein by reference.  The securities reported herein as being beneficially owned by Vivaldi Holdings do not include any securities held by the GrizzlyRock Group.

As a portfolio manager of the Client Accounts, Mr.Mowery may direct the vote and disposition of the 1,021,124 shares of Common Stock that the Client Accounts hold.

The GrizzlyRock Group, Mr. Mowery and the Vivaldi Group may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended to date (the “Exchange Act“).  Each of these parties expressly disclaims beneficial ownership of securities held by the other parties, except as otherwise provided herein.

Item 2.

Identity and Background.

The parties identified in the list below constitute the GrizzlyRock Group:

·	GrizzlyRock Capital, LLC, a Delaware limited liability company and investment adviser to GrizzlyRock Institutional Value Partners, LP.

·	GrizzlyRock GP, LLC, a Delaware limited liability company and general partner of GrizzlyRock Institutional Value Partners, LP.

·	GrizzlyRock Institutional Value Partners, LP, a Delaware limited partnership.

·	Kyle Mowery as the Managing Member of GrizzlyRock Capital, LLC and GrizzlyRock GP, LLC, and as a portfolio manager of the WV Concentrated Equities Fund, the Vivaldi Multi-Strategy Fund, The Relative Value Fund and the Vivaldi Opportunities Fund.

The parties identified in the list below constitute the Vivaldi Group:

·	Vivaldi Asset Management, LLC, a Delaware limited liability company and registered investment adviser to the Client Accounts.

·	Vivaldi Holdings, LLC, a Delaware limited liability company and control person of Vivaldi Asset Management, LLC.

This statement is filed by Mr. Mowery, with respect to the shares of Common Stock beneficially owned by him, as follows: (1) shares of Common Stock held in the name of the GrizzlyRock Fund by virtue of Mr. Mowery’s capacity as Managing Member of GrizzlyRock Capital and GrizzlyRock GP; and (2) shares of Common Stock held in the name of the Client Accounts by virtue of Mr. Mowery’s capacity as Portfolio Manager of those accounts.

(b) – (c) The principal business address of each of GrizzlyRock Capital, GrizzlyRock GP, the GrizzlyRock Fund and Mr. Mowery is 191 N. Wacker Drive, Suite 1500, Chicago, IL  60606.  Each of GrizzlyRock Capital, GrizzlyRock GP and the GrizzlyRock Fund are engaged in various interests, including investments. The principal employment of Mr. Mowery is (1) private investor, (2) serving as the Managing Member of GrizzlyRock Capital and GrizzlyRock GP and (3) serving as a Portfolio Manager of Vivaldi.