March 24, 2021


Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549



Potbelly Corporation

Registration Statement on Form S-3

File Number 333-254284                                

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Potbelly Corporation (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement be accelerated so that it will become effective at 5:00 p.m., eastern time on Friday, March 26, 2021, or as soon thereafter as practicable.

In connection with this acceleration request, the Company acknowledges that:



should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;



the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and



the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


Very truly yours,
By: /s/ Adiya Dixon                                                 
Adiya Dixon
Senior Vice President, Chief Legal Officer and Secretary