Filing Details

This Schedule 13D (the “Schedule 13D”) is being filed with respect to the shares of common stock (the “Shares”) of Potbelly Corp. a Delaware corporation (the “Company”).

Item 2.  Identity and Background.

(a) This Schedule 13D is being filed on behalf of the following Reporting Persons (collectively, the “Reporting Persons”): The D3 Family Fund, L.P., a Washington limited partnership (the “Family Fund”); The D3 Family Bulldog Fund, L.P. a Washington limited partnership (the “Bulldog Fund”); Benedict Value Fund, L.P., a Delaware limited partnership (“Benedict” and, together with the Family Fund and the Bulldog Fund, the “D3 Family Funds”); Haredale Ltd., a Bahamian corporation (the “Managed Account”), Nierenberg Investment Management Company, Inc., a Washington corporation (“NIMCO”), which is the sole general partner of the D3 Family Funds and the sole investment manager of the Managed Account; and David Nierenberg, a United States citizen, who is the President of NIMCO.

 (b) The business address of each of the D3 Family Funds, NIMCO and Mr. Nierenberg is 19605 N.E. 8th Street, Camas, Washington 98607. The business address of the Managed Account is 3^rd Floor, Montague Sterling Centre, East Bay Street, Nassau Bahamas.

(c) The D3 Family Funds are private investment partnerships, the principal business of which is investing in the equities of public micro-cap issuers. The principal business of the Managed Account is to hold private investments. The principal business of NIMCO is to serve as the general partner of the D3 Family Funds. Mr. Nierenberg’s principal occupation is President of NIMCO.

(d, e) During the past five years, no Reporting Person has been convicted in a criminal proceeding, or been a party to a civil proceeding, required to be disclosed pursuant to Items 2(d) or (e) of Schedule 13D.

(f) The citizenship of each of the Reporting Persons is set forth in paragraph (a) of this Item.

Item 3.  Source and Amount of Funds or Other Consideration.

The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b) was approximately $15,496,204. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable D3 Family Fund and the Managed Account.

Item 4.  Purpose of Transaction

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, Board composition, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in this Item 4.  The Reporting Persons intend to continue to communicate with the Issuer's management and Board about a broad range of operational and strategic matters. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. Such plans or proposals may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 28,858,420 Shares outstanding as of April 24, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022.

As of the close of business on the date hereof, the Family Fund individually beneficially owned 794,502 Shares, constituting approximately 2.8% of all of the outstanding Shares.

As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 1,452,390 Shares, constituting approximately 5.0% of all of the outstanding Shares.

As of the close of business on the date hereof, Benedict individually beneficially owned 333,555 Shares, constituting approximately 1.2% of all of the outstanding Shares.

As of the close of business on the date hereof, the Managed Account individually beneficially owned 73,868 Shares, constituting less than 1% of all of the outstanding Shares.

By virtue of its relationships with each of the Family Fund, the Bulldog Fund, Benedict and the Managed Account discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 2,654,315 Shares beneficially owned in the aggregate by the Family Fund, the Bulldog Fund, Benedict and the Managed Account, constituting approximately 9.2% of all of the outstanding Shares.

By virtue of his relationship with NIMCO discussed in further detail in Item 2 and the Shares that he holds in his personal capacity, Mr. Nierenberg may be deemed to be the beneficial owner of the 2,710,320 Shares beneficially owned by NIMCO and those held in his personal capacity, constituting approximately 9.4% of all of the outstanding Shares.

The Reporting Persons, in the aggregate, beneficially own 2,710,320 Shares, constituting approximately 9.4% of the outstanding Shares.

 (b) The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 794,502 Shares held by the Family Fund.

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,452,390 Shares held by the Bulldog Fund.

Benedict, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 333,555 Shares held by the Benedict.

The Managed Account has sole power to vote or direct the vote of, and together with NIMCO and Mr. Nierenberg have shared power to dispose or direct the disposition of, the 73,868 Shares held by the Managed Account.

 (c)  During the past sixty (60) days, the Reporting Persons have not entered into any transactions in the Shares except as set forth on Schedule 1 hereto.

(d) No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

(e) Not Applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The Reporting Persons have entered into a joint filing agreement, dated as of July 21, 2022, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.  Material to be filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

Dated: July 21, 2022

Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days

EXHIBIT 99.1

JOINT FILING AGREEMENT

WHEREAS, the undersigned (collectively, the “Reporting Persons”) from time to time make filings with the Securities and Exchange Commission pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended; and

WHEREAS, the Reporting Persons prefer to make joint filings on behalf of all Reporting Persons rather than individual filings on behalf of each of the Reporting Persons;

NOW, THEREFORE, the undersigned hereby agree as follows with each of the other Reporting Persons:

1. Each of the Reporting Persons is individually eligible to make joint filings.

2. Each of the Reporting Persons is responsible for timely making joint filings and any amendments thereto.

3. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning such person contained in joint filings.

4. None of the Reporting Persons is responsible for the completeness or accuracy of the information concerning the other Reporting Persons contained in joint filings, unless such person knows or has reason to believe that such information is inaccurate.

5. The undersigned agree that each joint filing made on or after the date hereof with respect to Common Stock of Potbelly Corporation will be, and any amendment thereto will be, made on behalf of each of the Reporting Persons.

[Signature Page Follows]

Dated: July 21, 2022

D3 FAMILY FUND, L.P. By: Nierenberg Investment Management Company, Inc., its General Partner
By:	/s/ David Nierenberg
	David Nierenberg, President

D3 FAMILY BULLDOG FUND, L.P. By: Nierenberg Investment Management Company, Inc., its General Partner
By:	/s/ David Nierenberg
	David Nierenberg, President

BENEDICT VALUE FUND, L.P. By: Nierenberg Investment Management Company, Inc., its General Partner
By:	/s/ David Nierenberg
	David Nierenberg, President

HAREDALE LTD. By: Nierenberg Investment Management Company, Inc., its Investment Manager
By:	/s/ David Nierenberg
	David Nierenberg, President

NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.
By:	/s/ David Nierenberg
	David Nierenberg, President

/s/ David Nierenberg

DAVID NIERENBERG