Sec Form 4 Filing - Nierenberg David @ POTBELLY CORP - 2025-01-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Nierenberg David 2. Issuer Name and Ticker or Trading Symbol POTBELLY CORP [ PBPB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 19605 NE 8TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2025 (Street) CAMAS, WA98607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) ( 5 ) 01/07/2025 P 7,500 A $ 9.23 101,898 D Common Stock ( 1 ) ( 5 ) 01/07/2025 P 100 A $ 9.24 101,998 D Common Stock ( 1 ) ( 7 ) 1,590 I By: Children ( 3 ) Common Stock ( 1 ) ( 7 ) 3,150 I By: Spouse ( 4 ) Common Stock ( 1 ) ( 6 ) 887,555 I By: The D3 Family Fund, L.P. ( 2 ) Common Stock ( 1 ) ( 6 ) 1,561,985 I By: The D3 Family Bulldog Fund, L.P. ( 2 ) Common Stock ( 1 ) ( 6 ) 105,469 I By: Haredale Ltd. ( 2 ) Common Stock ( 1 ) ( 6 ) 425,555 I By: Benedict Value Fund, L.P. ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nierenberg David 19605 NE 8TH STREET CAMAS, WA98607 X Nierenberg Investment Management Company, Inc. 19605 NE 8TH ST CAMAS, WA98607 X Signatures NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.By: /s/ David NierenbergName: David NierenbergTitle:President 01/10/2025 Signature of Reporting Person Date /s/ David NierenbergDAVID NIERENBERG 01/10/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Nierenberg Investment Management Company, Inc. and David Nierenberg. ( 2 )Nierenberg Investment Management Company ("NIMCO") is the sole general partner of The D3 Family Fund, LP, The D3 Family Bulldog Fund, LP, and the Benedict Value Fund, LP and the sole investment manager of Haredale Ltd. (collectively, the "Funds"). Mr. Nierenberg is the president of NIMCO. By virtue of these relationships, each of the Reporting Persons may be deemed to beneficially own the securities owned directly by the Funds. ( 3 )Owned by children living in reporting person's household. ( 4 )Owned by spouse. ( 5 )The shares are owned solely by David Nierenberg. ( 6 )Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein. ( 7 )Mr. Nierenberg disclaims beneficial ownership of the securities reported herein as beneficially owned directly by his spouse and son except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Nierenberg is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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