SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
............................................................
Potbelly Corporation
(Name of Issuer)
............................................................
Common Stock
(Title of Class of Securities)
............................................................
73754Y100
(CUSIP Number)
............................................................
DECEMBER 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|X| Rule 13-d-1(b)
Rule 13-d-1(c)
Rule 13-d-1(d)
*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.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 73754Y100 Schedule 13G
1. Name of reporting persons
ZUCKERMAN INVESTMENT GROUP, LLC
2. Check the appropriate box if a member
of a Group (see instructions)
N/A
(a) [ ]
(b) [ ]
3. SEC use only_________________________
4. Citizenship or place of organization
ILLINOIS
-------------
Number of 5. Sole voting power 0
shares
beneficially 6. Shared voting power 1,287,458
owned
by each 7. Sole dispositive power 0
reporting
person with: 8. Shared dispositive power 1,287,458
9. Aggregate amount beneficially owned by 1,287,458
each reporting person
10. Check if the aggregate amount in Row N/A
(9) excludes certain shares (see
instructions)
11. Percent of class represented by amount 4.2%
in Row (9)
12. Type of reporting person (see IA/OO
instructions)
CUSIP No. 73754Y100 Schedule 13G
1. Name of reporting persons
SHERWIN A. ZUCKERMAN
2. Check the appropriate box if a member
of a Group (see instructions)
N/A
(a) [ ]
(b) [ ]
3. SEC use only_________________________
4. Citizenship or place of organization
UNITED STATES
-------------
Number of 5. Sole voting power 0
shares
beneficially 6. Shared voting power 1,287,458
owned
by each 7. Sole dispositive power 0
reporting
person with: 8. Shared dispositive power 1,287,458
9. Aggregate amount beneficially owned by 1,287,458
each reporting person
10. Check if the aggregate amount in Row N/A
(9) excludes certain shares (see
instructions)
11. Percent of class represented by amount 4.2%
in Row (9)
12. Type of reporting person (see HC/IN
instructions)
CUSIP No. 73754Y100 Schedule 13G
1. Name of reporting persons
DANIEL R. ZUCKERMAN
2. Check the appropriate box if a member
of a Group (see instructions)
N/A
(a) [ ]
(b) [ ]
3. SEC use only_________________________
4. Citizenship or place of organization
UNITED STATES
-------------
Number of 5. Sole voting power 0
shares
beneficially 6. Shared voting power 1,287,458
owned
by each 7. Sole dispositive power 0
reporting
person with: 8. Shared dispositive power 1,287,458
9. Aggregate amount beneficially owned by 1,287,458
each reporting person
10. Check if the aggregate amount in Row N/A
(9) excludes certain shares (see
instructions)
11. Percent of class represented by amount 4.2%
in Row (9)
12. Type of reporting person (see HC/IN
instructions)
Item 1.
(a) Name of issuer: POTBELLY CORPORATION
(b) Address of issuer's principal 111 N. CANAL
executive offices: SUITE 850
CHICAGO, ILLINOIS 60606
Item 2.
(a) Name of person filing: ZUCKERMAN INVESTMENT GROUP, LLC
(b) Address of principal business office 155 N. WACKER DRIVE
or, if none, residence: SUITE 1700
CHICAGO, IL 60606
(c) Citizenship: ILLINOIS
SHERWIN A. ZUCKERMAN
155 N. WACKER DRIVE
SUITE 1700
CHICAGO, IL 60606
UNITED STATES
DANIEL R. ZUCKERMAN
155 N. WACKER DRIVE
SUITE 1700
CHICAGO, IL 60606
UNITED STATES
(d) Title of class of securities: COMMON STOCK
(e) CUSIP No.: 73754Y100
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Act
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act of 1940
(e) [X ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [X ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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
(j) [ ] A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J)
(k) [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
Rule 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 Incorporated by reference to Item
9 of the cover page pertaining to
each Reporting Person.
Sherwin A. Zuckerman and Daniel R. Zuckerman are Co-CEOs, and
together they are the controlling shareholders of Zuckerman Investment
Group, LLC, and thus may be considered the beneficial owners of shares
beneficially owned by Zuckerman Investment Group, LLC.
(b) Percent of class Incorporated by reference to Item
11 of the cover page pertaining to
each Reporting Person.
(c) Number of shares as to which the person has:
(i) Sole power to vote or Incorporated by reference to Item
to direct the vote: 5 of the cover page pertaining to
each reporting person.
(ii) Shared power to vote or Incorporated by reference to Item
to direct the vote: 6 of the cover page pertaining to
each reporting person.
(iii) Sole power to dispose or Incorporated by reference to Item
to direct the disposition 7 of the cover page pertaining to
of: each reporting person.
(iv) Shared power to dispose or Incorporated by reference to Item
to direct the disposition 8 of the cover page pertaining to
of: each reporting person.
Item 5. Ownership of 5 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 |X|
Item 6. Ownership of More than 5 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
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
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated this 12th day of February, 2016
ZUCKERMAN INVESTMENT GROUP, LLC
By: /s/ Daniel R. Zuckerman
Name: Daniel R. Zuckerman
Title: Co-CEO
/s/ Sherwin A. Zuckerman
Sherwin A. Zuckerman
/s/ Daniel R. Zuckerman
Daniel R. Zuckerman
INDEX TO EXHIBITS
99.1 Joint Filing Agreement dated March 2, 2012, by and among Zuckerman
Investment Group, LLC, Sherwin A. Zuckerman and Daniel R. Zuckerman
(Incorporated herein by reference to Exhibit 99.1 to the schedule 13G filed
with the SEC on March 5, 2012).
