Sec Form 13G Filing - Agman Investments LLC filing for POTBELLY CORP (PBPB) - 2020-04-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 73754Y100

1.

Names of Reporting Persons
AGMAN INVESTMENTS LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware Limited Liability Company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,359,791

6.

Shared Voting Power

7.

Sole Dispositive Power
1,359,791

8.

Shared Dispositive Power

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,359,791

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.75%(1) 

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
POTBELLY CORPORATION

(b)

Address of Issuer’s Principal Executive Offices
111 N. Canal St., Ste. 850, Chicago, IL  60606

Item 2.

(a)

Name of Person Filing
Agman Investments LLC

(b)

Address of Principal Business Office or, if none, Residence
10 E. Ohio St., Second Floor, Chicago, IL  60611

(c)

Citizenship
Delaware Limited Liability Company

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
737554Y100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

1,359,791

(b)

Percent of class:   

5.75%(1)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

1,359,791

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

1,359,791

(iv)

Shared power to dispose or to direct the disposition of   

(1) The percentage of the common stock beneficially owned is based on 23,638,157 shares of common stock outstanding as of January 26, 2020 as reported in the Issuer’s Form 10-K for the year ended December 29, 2019 as filed with the SEC on January 27, 2020.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

April 3, 2020

Date

/s/ Howard Scott Silverman, Manager

Signature

Howard Scott Silverman, Manager of Agman Investments LLC

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).