Filing Details

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Potbelly Corporation, a Delaware corporation (the “Issuer” or “Potbelly”), which has its principal executive offices at 111 N. Canal Street, Suite 850, Chicago, Illinois 60606.  This Amendment No. 2 amends and supplements, as set forth below, the information contained in Items 1, 4, 5 and 7 of the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 18, 2019, as amended, supplemented and restated from time to time prior to the date of this Amendment No. 2 (as so amended, the “Original Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Original Schedule 13D.  Except as amended by this Amendment No. 2, all information contained in the Original Schedule 13D is, after reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, complete and correct as of the date of this Amendment No. 2.

Item 4 of the Original Schedule 13D is amended and supplemented to add the following paragraphs:

On March 1, 2020, the Reporting Persons delivered to the Issuer a notice (the “Notice”) stating that the Reporting Persons intend to nominate as directors the following four individuals for election at the Issuer’s 2020 annual meeting of stockholders: Vann A. Avedisian, Todd W. Smith, David J. Near, and Bryant L. Keil (each, a “Nominee” and, collectively, the “Nominees”). A bio for each Nominee is below. These Nominees are leading hospitality industry veterans with deep and relevant restaurant operating experience that is largely lacking on Potbelly’s Board of Directors and in its Chief Executive Officer. The Reporting Persons believe the addition of these individuals – which include Potbelly’s own visionary founder – will be critical to Potbelly’s ability to navigate the turnaround it desperately needs to restore the dramatic shareholder value lost over the last several years.

Vann A. Avedisian (55 years old) is a Principal of Highgate Holdings, a fully integrated real estate investment and hospitality management firm that has acquired in excess of $15 billion of real estate assets and manages over 140 hotels comprising approximately 40,000 rooms. Vann attended Middlebury College where he received his undergraduate degree in 1986. Vann received an MBA from The Kellogg School of Management at Northwestern University in 1993. Vann serves on Highgate’s Investment Committee overseeing the firm’s capital market and owned development activities. Prior to joining Highgate, Vann co-founded Oxford Capital Partners and directed the firm's real estate principal investments with an aggregate value in excess of $1 billion. Vann was named to Crain’s Chicago Business “40 under 40” list. Vann is currently on the Board of Trustees of the William Blair Mutual Funds. He also previously served on the Board of Directors, including as Chairman of the Compensation and Organization Committee, of the Issuer from 2000 to 2015. Vann was a Vice President at LaSalle Partners and a Director and Shareholder of Citizens National Bank of Lake Geneva, Wisconsin. The Reporting Persons believe that Mr. Avedisian’s qualifications to serve as a member of the Issuer’s board include his financial experience, deep hospitality investment and management experience, his knowledge of the Issuer’s business and his extensive experience in managing capital intensive operations, corporate finance and strategic advisory services.

Additional Information and Where to Find It

The Reporting Persons intend to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and accompanying proxy card to be used to solicit proxies in connection with the 2020 Potbelly Corporation Annual Meeting of Stockholders (the “Annual Meeting”) and the election of a slate of director nominees at the Annual Meeting (the “Solicitation”). The Issuer’s stockholders are advised to read the proxy statement and any other documents related to the Solicitation because they will contain important information, including information relating to the participants in the Solicitation. The proxy statement and other relevant materials (when they become available), and any other documents filed by the Reporting Persons with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.

Participants in the Solicitation

Each of the Reporting Persons and each of the Nominees may be deemed to be “participants” under the SEC rules in the Solicitation. Information regarding the interests of these persons in the matters described in this filing will be included in the proxy statement described above. The Reporting Persons may be deemed to beneficially own the equity securities of the Issuer described in the Original Schedule 13D, as amended by this Amendment No. 2. Except as described in the Original Schedule 13D, this Amendment No. 2, or the definitive proxy statement, none of the individuals listed above has a direct or indirect interest, by security holdings or otherwise, in the Issuer or the matters to be acted upon, if any, in

connection with the Annual Meeting.

Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages used in this Schedule 13D are calculated based upon 23,638,157 shares of Common Stock of the Issuer outstanding as of January 26, 2020, according to the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019, filed with the SEC on February 27, 2020, plus in the case of Mr. Keil’s ownership percentage and the aggregate percentage collectively held by the group, if such a group is deemed to have been formed, each as disclosed above, the 162,803 shares of Common Stock underlying stock options held by Mr. Keil.

The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b), in which case each of the Reporting Persons could be deemed to beneficially own all the shares of Common Stock held by the other Reporting Persons; however, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Persons except to the extent of their pecuniary interest therein (if any).

(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c) Other than the transfer of 100 shares by Vann A. Avedisian Trust U/A 8/29/85 to Intrinsic Investment Holdings, LLC on February 10, 2020, the Reporting Persons have not affected any transactions involving the Common Stock or any other equity interests of the Company since the filing of the Original Schedule 13D on December 18, 2019. Due to administrative error, the total ownership for Mr. Keil has been adjusted from previous reports to reflect share corrections in the actual amount of shares beneficially owned.

(d) No person is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

(e) N/A