0001104659-20-043090.txt : 20200403 0001104659-20-043090.hdr.sgml : 20200403 20200403161146 ACCESSION NUMBER: 0001104659-20-043090 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200403 DATE AS OF CHANGE: 20200403 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87909 FILM NUMBER: 20773462 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Agman Investments LLC CENTRAL INDEX KEY: 0001807554 IRS NUMBER: 202347692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 E OHIO STREET, SECOND FLOOR CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-450-7330 MAIL ADDRESS: STREET 1: 10 E OHIO STREET, SECOND FLOOR CITY: CHICAGO STATE: IL ZIP: 60611 SC 13G 1 a20-13970_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

POTBELLY CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

73754Y100

(CUSIP Number)

03/25/2020

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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.

Names of Reporting Persons
AGMAN INVESTMENTS LLC

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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
1,359,791

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
1,359,791

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,359,791

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.75%
(1) 

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1) The percentage of the common stock beneficially owned is based on 23,638,157 shares of common stock outstanding as of January 26, 2020 as reported in the Issuer’s Form 10-K for the year ended December 29, 2019 as filed with the SEC on January 27, 2020.

 

2


 

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
Agman Investments LLC

 

(b)

Address of Principal Business Office or, if none, Residence
10 E. Ohio St., Second Floor, Chicago, IL  60611

 

(c)

Citizenship
Delaware Limited Liability Company

 

(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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

3


 

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:   

1,359,791

 

(b)

Percent of class:   

5.75%(1)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,359,791

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,359,791

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

(1) The percentage of the common stock beneficially owned is based on 23,638,157 shares of common stock outstanding as of January 26, 2020 as reported in the Issuer’s Form 10-K for the year ended December 29, 2019 as filed with the SEC on January 27, 2020.

 

 

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 five percent of the class of securities, check the following   o.

 

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

 

4


 

Item 10.

Certification

 

 

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.

 

 

April 3, 2020

 

Date

 


/s/ Howard Scott Silverman, Manager

 

Signature

 


Howard Scott Silverman, Manager of Agman Investments LLC

 

Name/Title

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5