Sec Form 13G Filing - Nierenberg Investment Management Company Inc. filing for POTBELLY CORP (PBPB) - 2021-05-07

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This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of May 7, 2021.

Item 1.

Potbelly Corp. (the “Issuer”)

111 N. Canal Street, Suite 850, Chicago, Illinois 60606

Item 2.

The names of the persons filing this Schedule 13G (collectively, the “Reporting Persons”) are:

•	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”);

•	The Benedict Value Fund, L.P., a Delaware limited partnership (the “Benedict Fund”);

•	Haredale Limited, a Bahamian corporation (the “Managed Account”),

•	Nierenberg Investment Management Company, Inc., a Washington corporation (“NIMCO”) which is the sole general partner of the Family Fund and the Bulldog Fund;

•	David Nierenberg, a United States citizen (“Mr. Nierenberg”), who is the President of NIMCO.

NIMCO and Mr. Nierenberg may each be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) held by the Family Fund, the Bulldog Fund and Benedict Fund.

The business address of each of the Reporting Persons is 19605 N.E. 8th Street, Camas, Washington 98607.

If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

The Family Fund individually beneficially owns 425,601 shares of Common Stock, constituting approximately 1.5% of all of the outstanding shares of Common Stock based on 28,012,464 shares of Common Stock outstanding as of March 24, 2021, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A filed by the Issuer on March 26, 2021.

The Bulldog Fund individually beneficially owns 851,060 shares of Common Stock, constituting approximately 3.0% of all of the outstanding shares of Common Stock.

The Benedict Fund individually beneficially owns 122,555 shares of Common Stock, constituting less than 1% of all of the outstanding shares of Common Stock.

The Managed Account individually beneficially owns 43,870 shares of Common Stock, constituting less than 1% of all the outstanding shares of Common Stock.

NIMCO may be deemed to be the beneficial owner of the 1,443,086 shares of Common Stock owned by the Family Fund, the Bulldog Fund, the Benedict Fund and the Managed Account, constituting approximately 5.2% of all of the outstanding shares of Common Stock.

Mr. Nierenberg may be deemed to be the beneficial owner of the 1,443,086 shares of Common Stock beneficially owned by NIMCO, constituting approximately 5.2% of all of the outstanding shares of Common Stock.

The Reporting Persons, in the aggregate, beneficially own 1,443,086 Shares, constituting approximately 5.2% of the outstanding shares of Common Stock.

(c)       Number of shares as to which such person has:

(i), (iii)                The Managed Account has the sole power to vote or direct the vote of the Common Stock held by it. None of the Reporting Persons has the sole power to dispose or direct the disposition of, any shares of Common Stock.

(ii), (iv)                The Family Fund, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 425,601 shares of Common Stock held by the Family Fund.

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 851,060 shares of Common Stock held by the Bulldog Fund.

The Benedict Value Fund, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 122,555 shares of Common Stock held by the Benedict Value Fund.

The Managed Account, NIMCO and Mr. Nierenberg have shared power to dispose or direct the disposition of, the 43,870 shares of Common Stock held by the Bulldog Fund.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

N/A

N/A

See Exhibit 1.

N/A

By signing below each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

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: May 7, 2021

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*

*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Potbelly Corporation, dated as of May 7, 2021, is, and any further amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.

Dated: May 7, 2021