Nierenberg David - Dec 18, 2024 Form 4 Insider Report for POTBELLY CORP (PBPB)

Role
10%+ Owner
Signature
Nierenberg Investment Management Company, Inc. By: /s/ David Nierenberg David Nierenberg, President
Stock symbol
PBPB
Transactions as of
Dec 18, 2024
Transactions value $
$44,367
Form type
4
Date filed
12/20/2024, 04:37 PM
Previous filing
Dec 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PBPB Common Stock Purchase $14.9K +1.59K $9.40 1.59K Dec 18, 2024 By Children F1, F2, F4
transaction PBPB Common Stock Purchase $29.4K +3.15K $9.34 3.15K Dec 18, 2024 By Spouse F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This Form 4 is filed jointly by Nierenberg Investment Management Company, Inc. and David Nierenberg. 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.
F2 Owned by children living in reporting person's household.
F3 Owned by spouse.
F4 Mr. Nierenberg disclaims beneficial ownership of the securities reported herein as beneficially owned directly by his spouse and son except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Nierenberg is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.