March 24, 2021
Securities and Exchange Commission
Division of Corporation Finance 100 F Street, N.E.
Washington, D.C. 20549
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|
|Senior Vice President, Chief Legal Officer and Secretary|