SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

POTBELLY CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

73754Y100

(CUSIP Number)

January 31, 2024

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-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

 

 1   

 Name of Reporting Persons

 

 AGMAN INVESTMENTS LLC

 2  

 Check the Appropriate Box if a Member of a Group (See instructions)

 

 (a) ☒  (b) ☐

 3  

 SEC Use Only

 

 4  

 Citizenship or Place of Organization

 

 Delaware Limited Liability Company

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

   5    

 Sole Voting Power

 

   6   

 Shared Voting Power

 

 89,561(1)

   7   

 Sole Dispositive Power

 

   8   

 Shared Dispositive Power

 

 89,561(1)

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 89,561(1)

10  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11  

 Percent of Class Represented by Amount in Row (9)

 

 0.31%(2)

12  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Consists entirely of 89,561 shares of common stock that Agman Investments LLC has the right to acquire through the exercise of a warrant.

(2)

The percentage of the common stock beneficially owned is based on 29,358,757 shares of common stock reported to be outstanding on October 22, 2023 according to Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2023.


CUSIP No. 73754Y100

 

 1   

 Name of Reporting Persons

 

 HOWARD SCOTT SILVERMAN

 2  

 Check the Appropriate Box if a Member of a Group (See instructions)

 

 (a) ☒  (b) ☐

 3  

 SEC Use Only

 

 4  

 Citizenship or Place of Organization

 

 U.S. CITIZEN

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

   5    

 Sole Voting Power

 

   6   

 Shared Voting Power

 

 89,561(1)

   7   

 Sole Dispositive Power

 

   8   

 Shared Dispositive Power

 

 89,561(1)

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 89,561(1)

10  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11  

 Percent of Class Represented by Amount in Row (9)

 

 0.31%(2)

12  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Consists entirely of 89,561 shares of common stock that Agman Investments LLC has the right to acquire through the exercise of a warrant.

(2)

The percentage of the common stock beneficially owned is based on 29,358,757 shares of common stock reported to be outstanding on October 22, 2023 according to Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2023.


This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13G initially filed on April 3, 2020 and as amended on February 16, 2021, February 14, 2022 and February 6, 2023 (the “Original Filing”) by Agman Investments, LLC (“Agman”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4. Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Filing.

 

Item 1.

 

  (a)

Name of Issuer

POTBELLY CORPORATION

 

  (b)

Address of Issuer’s Principal Executive Offices

111 N. Canal St., Ste. 850, Chicago, IL 60606

 

Item 2.

 

  (a)

Name of Person Filing

This Amendment No. 4 is jointly filed by Agman and Silverman. Silverman is the manager of Agman and controls Agman.

 

  (b)

Address of Principal Business Office or, if none, Residence

The principal business office for both Agman and Silverman is 15 E. Oak St., Suite 330, Chicago, IL 60611.

 

  (c)

Citizenship

Agman is a Delaware Limited Liability Company and Silverman is a U.S. citizen.

 

  (d)

Title of Class of Securities

Common Stock

 

  (e)

CUSIP Number

737554Y100

 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

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:

Agman and Silverman may be deemed to beneficially own 89,561(1) shares of common stock.

 

  (b)

Percent of class:

0.31(2)

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

 

  (ii)

Shared power to vote or to direct the vote:

Agman and Silverman have shared voting power over 89,561(1) shares of common stock.  

 

  (iii)

Sole power to dispose or to direct the disposition of:

 

  (iv)

Shared power to dispose or to direct the disposition of:

Agman and Silverman have shared voting power over 89,561 shares of common stock.


  (1)

Consists entirely of 89,561 shares of common stock that Agman Investments LLC has the right to acquire through the exercise of a warrant.

 

  (2)

The percentage of the common stock beneficially owned is based on 29,358,757 shares of common stock reported to be outstanding on October 22, 2023 according to Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2023.

 

Item 5.

Ownership of Five 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 5 percent of the class of securities, check the following:  ☒

 

Item 6.

Ownership of More than Five 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 or Control Person

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

(d) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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: February 2, 2024

 

AGMAN INVESTMENTS, LLC
By:   /s/ Howard Scott Silverman
Name: Howard Scott Silverman
Title: Manager

 

HOWARD SCOTT SILVERMAN
By:   /s/ Howard Scott Silverman
  Howard Scott Silverman, Individually