0000899243-21-015419.txt : 20210408 0000899243-21-015419.hdr.sgml : 20210408 20210408181836 ACCESSION NUMBER: 0000899243-21-015419 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210326 FILED AS OF DATE: 20210408 DATE AS OF CHANGE: 20210408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avedisian Vann A CENTRAL INDEX KEY: 0001587652 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36104 FILM NUMBER: 21815924 MAIL ADDRESS: STREET 1: C/O POTBELLY CORPORATION STREET 2: 222 MERCHANDISE MART PLAZA, 23RD FLOOR CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POTBELLY CORP CENTRAL INDEX KEY: 0001195734 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 364466837 FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 111 N. CANAL STREET 2: SUITE 850 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129510600 MAIL ADDRESS: STREET 1: 111 N. CANAL STREET 2: SUITE 850 CITY: CHICAGO STATE: IL ZIP: 60606 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-03-26 0 0001195734 POTBELLY CORP PBPB 0001587652 Avedisian Vann A 111 N. CANAL, SUITE 325 CHICAGO IL 60606 1 0 0 0 Common Stock 513263 I By Trust Common Stock 101585 I By LLC Warrants (right to buy) 5.45 2021-08-13 2026-02-12 Common Stock 40634 I By LLC The securities are held by the Vann A. Avedisian Trust (the "VAA Trust"). Mr. Avedisian is the beneficiary of the VAA Trust may be considered to have beneficial ownership of the VAA Trust's interests in the Issuer. Mr. Avedisian disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. The securities are held by Intrinsic Investment Holdings, LLC ("Intrinsic") and Mr. Avedisian is the Managing Director of Intrinsic. Mr. Avedisian disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. /s/ Adiya Dixon, as Attorney-in-Fact 2021-04-08 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

     Know all by these presents that the undersigned hereby constitutes and
appoints each of Robert D. Wright, Adiya Dixon and Steven Cirulis, signing
singly, the undersigned's true and lawful attorney-in-fact to:

     1.   execute for and on behalf of the undersigned, in the
          undersigned's capacity as an officer and/or director of Potbelly
          Corporation (the "Company"), Form ID, including other documents
          necessary to obtain EDGAR codes and passwords enabling the undersigned
          to make electronic filings with the United States Securities and
          Exchange Commission (the "Commission") and Forms 3, 4 and 5 in
          accordance with Section 16(a) of the Securities Exchange Act of 1934,
          as amended (the "Exchange Act"), and the rules thereunder
          (collectively, the "Required Filings");

     2.   do and perform any and all acts for and on behalf of the
          undersigned which may be necessary or desirable to complete and
          execute any such Required Filings, complete and execute any amendment
          or amendments thereto, and timely file such form with the Commission
          and any stock exchange or similar authority; and

     3.   take any other action of any type whatsoever in connection with
          the foregoing which, in the opinion of such attorney-in-fact, may be
          of benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

     The undersigned hereby revokes all previous powers of attorney that have
been granted by him in connection with his reporting obligations, if any, under
Section 16 of the Exchange Act with respect to his holdings of and transactions
in securities issued by the Company. This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file Forms 3, 4
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of April 1st, 2021.


By:     /s/ Vann A. Avedisian
        ---------------------
Name:   Vann A. Avedisian