SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Nierenberg Investment Management Company, Inc. (Last) (First) (Middle) 19605 NE 8TH ST (Street) CAMAS WA 98607 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol POTBELLY CORP [ PBPB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/07/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)(3)	08/05/2024		P		13,886	A	$6.48	878,887	I	The D3 Family Fund, L.P.(2)
Common Stock(1)(3)	08/05/2024		P		25,268	A	$6.48	1,546,211	I	The D3 Family Bulldog Fund, L.P.(2)
Common Stock(1)(3)	08/05/2024		P		6,618	A	$6.48	101,338	I	Haredale Ltd.(2)
Common Stock(1)(3)	08/06/2024		P		1,571	A	$6.59	880,458	I	The D3 Family Fund, L.P.(2)
Common Stock(1)(3)	08/06/2024		P		2,859	A	$6.59	1,549,070	I	The D3 Family Bulldog Fund, L.P.(2)
Common Stock(1)(3)	08/06/2024		P		749	A	$6.59	102,087	I	Haredale Ltd.(2)
Common Stock(1)(3)	08/07/2024		P		7,097	A	$6.62	887,555	I	The D3 Family Fund, L.P.(2)
Common Stock(1)(3)	08/07/2024		P		12,915	A	$6.62	1,561,985	I	The D3 Family Bulldog Fund, L.P.(2)
Common Stock(1)(3)	08/07/2024		P		3,382	A	$6.62	105,469	I	Haredale Ltd.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Nierenberg Investment Management Company, Inc. (Last) (First) (Middle) 19605 NE 8TH ST (Street) CAMAS WA 98607 (City) (State) (Zip)

1. Name and Address of Reporting Person* Nierenberg David (Last) (First) (Middle) 19605 NE 8TH STREET (Street) CAMAS WA 98607 (City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Nierenberg Investment Management Company, Inc. and David Nierenberg.

2. Nierenberg Investment Management Company ("NIMCO") is the sole general partner of The D3 Family Fund, LP, The D3 Family Bulldog Fund, LP, and the Benedict Value Fund, LP and the sole investment manager of Haredale Ltd. (collectively, the "Funds"). Mr. Nierenberg is the president of NIMCO. By virtue of these relationships, each of the Reporting Persons may be deemed to beneficially own the securities owned directly by the Funds.

3. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein.

	NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC. /s/ David Nierenberg Name: David Nierenberg Title: President	08/07/2024
	/s/ David Nierenberg DAVID NIERENBERG	08/07/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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