Sec Form 13G Filing - Agman Investments LLC filing for Potbelly Corporation (PBPB) - 2023-02-06

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Name of Reporting Persons

  AGMAN INVESTMENTS LLC

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

  (a)  ☒        (b)  ☐

  SEC Use Only

Citizenship or Place of Organization

  Delaware Limited Liability Company

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  Shared Voting Power

  2,444,415⁽¹⁾

  Sole Dispositive Power

  Shared Dispositive Power

  2,444,415 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,444,415 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.48%⁽²⁾

  Type of Reporting Person (See Instructions)

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  OO

Includes 89,561 shares of common stock that Agman Investments LLC has the right to acquire through the exercise of a warrant.

The percentage of the common stock beneficially owned is based on 28,812,262 shares of common stock reported to be outstanding on October 23, 2022 according to Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2022.

Name of Reporting Persons

  HOWARD SCOTT SILVERMAN

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

  (a)  ☒        (b)  ☐

  SEC Use Only

Citizenship or Place of Organization

  U.S. CITIZEN

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  Shared Voting Power

  2,444,415 ⁽¹⁾

  Sole Dispositive Power

  Shared Dispositive Power

  2,444,415 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,444,415 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.48%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 89,561 shares of common stock that Agman Investments LLC has the right to acquire through the exercise of a warrant.

The percentage of the common stock beneficially owned is based on 28,812,262 shares of common stock reported to be outstanding on October 23, 2022 according to Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2022.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

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:

Ownership

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Includes 89,561 shares of common stock that Agman Investments LLC has the right to acquire through the exercise of a warrant.

The percentage of the common stock beneficially owned is based on 28,812,262 shares of common stock reported to be outstanding on October 23, 2022 according to Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2022.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

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

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification