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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0001282683 XXXXXXXX LIVE 3 Common Stock, par value $0.01 03/14/2025 true 0001195734 73754Y100 Potbelly Corp. 19605 NE 8th Street Camas WA 98607 The D3 Family Fund, L.P. (360) 604-8600 19605 NE 8th Street Camas WA 98607 0001282685 D3 Family Fund, LP a WC WA 0 887555 0 887555 887555 N 3 PN 0001365745 D3 Family Bulldog Fund, LP a WC WA 0 1561985 0 1561985 1561985 N 5.2 PN Y Benedict Value Fund, L.P. a WC DE 0 425555 0 425555 425555 N 1.4 PN Y Haredale Ltd. a WC C5 105469 0 0 105469 105469 N 0.3 CO 0001282683 Nierenberg Investment Management Company, Inc. a WC WA 0 2980564 0 2980564 2980564 N 10 CO 0001040899 David Nierenberg a AF X1 101998 2985304 101998 2985304 3087302 N 10.3 IN Comment for 8, 10, and 11: See Note 1 to Item 5 below. Common Stock, par value $0.01 Potbelly Corp. 19605 NE 8th Street Camas WA 98607 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 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 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 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) 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. During the past sixty (60) days, the Reporting Persons have not entered into any transactions in the Shares. 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. Not Applicable. Item 7 is hereby amended to add the following exhibit 99-1 Transactions in the Securities. D3 Family Fund, LP Nierenberg Investment Management Company, Inc. /s/David Nierenberg, President 03/14/2025 Nierenberg Investment Management Company, Inc. its General Partner David Nierenberg, President 03/14/2025 D3 Family Bulldog Fund, LP /s/ David Nierenberg D3 Family Bulldog Fund, LP 03/14/2025 Benedict Value Fund, L.P. Nierenberg Investment Management Company, Inc., it's General Partner /s/David Nierenberg, President 03/14/2025 Haredale Ltd. /s/ David Nierenberg David Nierenberg, President 03/14/2025 Nierenberg Investment Management Company, Inc. /s/ David Nierenberg David Nierenberg, President 03/14/2025 David Nierenberg /s/ David Nierenberg David Nierenberg, President 03/14/2025