Filing Details
- Accession Number:
- 0001013594-25-000381
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-16 20:00:00
- Filed By:
- Nierenberg Investment Management
- Company:
- Potbelly Corp (NASDAQ:PBPB)
- Filing Date:
- 2025-03-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| D3 Family Fund, LP | 0 | 887,555 | 0 | 887,555 | 887,555 | 3% |
| D3 Family Bulldog Fund, LP | 0 | 1,561,985 | 0 | 1,561,985 | 1,561,985 | 5.2% |
| Benedict Value Fund, L.P. | 0 | 425,555 | 0 | 425,555 | 425,555 | 1.4% |
| Haredale Ltd. | 105,469 | 0 | 0 | 105,469 | 105,469 | 0.3% |
| Nierenberg Investment Management Company, Inc. | 0 | 2,980,564 | 0 | 2,980,564 | 2,980,564 | 10% |
| David Nierenberg | 101,998 | 2,985,304 | 101,998 | 2,985,304 | 3,087,302 | 10.3% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Potbelly Corp. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
73754Y100 (CUSIP Number) |
The D3 Family Fund, L.P. 19605 NE 8th Street, Camas, WA, 98607 (360) 604-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/14/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 73754Y100 |
| 1 |
Name of reporting person
D3 Family Fund, LP | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WASHINGTON
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
887,555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 73754Y100 |
| 1 |
Name of reporting person
D3 Family Bulldog Fund, LP | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WASHINGTON
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,561,985.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 73754Y100 |
| 1 |
Name of reporting person
Benedict Value Fund, L.P. | ||||||||
| 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
425,555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 73754Y100 |
| 1 |
Name of reporting person
Haredale Ltd. | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BAHAMAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
105,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 73754Y100 |
| 1 |
Name of reporting person
Nierenberg Investment Management Company, Inc. | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WASHINGTON
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,980,564.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 73754Y100 |
| 1 |
Name of reporting person
David Nierenberg | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,087,302.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comment for 8, 10, and 11: See Note 1 to Item 5 below.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 | |
| (b) | Name of Issuer:
Potbelly Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
19605 NE 8th Street, Camas,
WASHINGTON
, 98607. | |
Item 1 Comment:
The following constitutes Amendment No.3 to the Schedule 13D filed by the undersigned ("Amendment No.3"). This Amendment No.3 amends the Schedule 13D as specifically set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and restated as follows:
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 $18,164,955. 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 | |
Item 4 of the Schedule 13D is hereby amended to add the following Language:
On March14, 2025, the Reporting Persons submitted a letter to the Board of Directors of the issuer (the "March 14 Letter"). The full text of the March 14 Letter is attached hereto as Exhibit 99.1. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 29,879,504 Shares outstanding as of February 23, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2025.
As of the close of business on the date hereof, the Family Fund individually beneficially owned 887,555 Shares, constituting approximately 3.0% of all of the outstanding Shares.
As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 1,561,985 Shares, constituting approximately 5.2% of all of the outstanding Shares.
As of the close of business on the date hereof, Benedict individually beneficially owned 425,555 Shares, constituting approximately 1.4% of all of the outstanding Shares.
As of the close of business on the date hereof, the Managed Account individually beneficially owned 105,469 Shares, constituting 0.3% 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 2,980,564 Shares beneficially owned in the aggregate by the Family Fund, the Bulldog Fund, Benedict and the Managed Account, constituting approximately 10.0% of all of the outstanding Shares.
Note 1: By virtue of his relationship with NIMCO discussed in further detail in Item 2, the Shares that he holds in his personal capacity and the 4,740 Shares held in an inherited IRA for each of the benefit of Mr. Nierenberg's spouse and Mr. Nirenberg's child (each, an "Inherited IRA", collectively the "Inherited IRAs"), Mr. Nierenberg may be deemed to be the beneficial owner of 3,087,302 Shares beneficially owned by NIMCO, those held in his personal capacity and those held in the Inherited IRAs, constituting approximately 10.3% of all of the outstanding Shares.
The Reporting Persons, in the aggregate, beneficially own 3,087,302 Shares, constituting approximately 10.3% of the outstanding Shares. | |
| (b) | (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 887,555 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 1,561,985 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 425,555 Shares held by Benedict.
The Managed Account has shared 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 105,469 Shares held by the Managed Account.
Mr. Nierenberg does not believe that he has the power to (i) vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 4,740 Shares held by the Inherited IRAs, but has included the Shares held by the Inherited IRAs out of an abundance of caution. | |
| (c) | During the past sixty (60) days, the Reporting Persons have not entered into any transactions in the Shares. | |
| (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 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit 99-1 Transactions in the Securities. | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|