Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Nierenberg David 2. Issuer Name and Ticker or Trading Symbol POTBELLY CORP [PBPB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 19605 NE 8TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/07/2025 (Street) CAMAS, WA 98607 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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)(5) 01/07/2025 P 7,500 A $9.23 101,898 D Common Stock(1)(5) 01/07/2025 P 100 A $9.24 101,998 D Common Stock(1)(7) 1,590 I By: Children(3) Common Stock(1)(7) 3,150 I By: Spouse(4) Common Stock(1)(6) 887,555 I By: The D3 Family Fund, L.P.(2) Common Stock(1)(6) 1,561,985 I By: The D3 Family Bulldog Fund, L.P.(2) Common Stock(1)(6) 105,469 I By: Haredale Ltd.(2) Common Stock(1)(6) 425,555 I By: Benedict Value Fund, L.P.(2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Nierenberg David 19605 NE 8TH STREET CAMAS, WA 98607		X
Nierenberg Investment Management Company, Inc. 19605 NE 8TH ST CAMAS, WA 98607		X

Signatures

NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC. By: /s/ David Nierenberg Name: David Nierenberg Title:President	01/10/2025
**Signature of Reporting Person	Date
/s/ David Nierenberg DAVID NIERENBERG	01/10/2025
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(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)	Owned by children living in reporting person's household.
(4)	Owned by spouse.
(5)	The shares are owned solely by David Nierenberg.
(6)	Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein.
(7)	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.

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