SEC Comment Letter for POTBELLY CORP (PBPB) (CIK 0001195734) — Mar 12, 2020
POTBELLY CORP (PBPB) (CIK 0001195734)
Date: March 12, 2020 · CIK: 0001195734 · Accession: 0000000000-20-002248
AI Filing Summary & Sentiment
Letter
March 12 , 2020 Via E -mail Daniel P. Raglan , Esq. Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY 10281
Re: Potbelly Corporation Soliciting M aterials filed pursuant to Rule 14a -12 File No. 001 -36104 Schedule 13D/A File No. 005 -87909 Filed March 2, 2020 by Vann A. Avedisian Trust U/A 8/29/85 ; Intrinsic Investment Holdings, LLC ; KGT Investments, LLC ; Bryant L. Keil ; and Neil Luthra
Dear Mr. Raglan :
We have reviewed the above -captioned filing s and have the following comment.
Please respond to this letter by a mending the referenced filings and/or by providing the requested information. After reviewin g any amendment to the filings and any informatio n provided in response to th is comment , we may have additional comments.
If you do not believe our comment applies to your facts and circumstances, and/or do not believe an amendment is appropriate, please tell us why in a written response.
1. Refer to row 2(b) of the respective cover pages in your amended Schedule 13D filed March 2, 2020. Notwithstanding the apparent decision by each of the reporting persons to disclaim membership in a group, please provide us with a brief analysis as to wheth er or not the parties constitut e a group within the meaning of Rule 13d -5(b) given the existence of a joint filing agreement and a coordinated effort to engage in a solicitation subject to Regulation 14A. At a minimum, it appears as though the parties are acting as a group for the purpose of holding the issuer’s equity securities .
* * *
Daniel P. Raglan, Esq. Cadwalader, Wickersham & Taft LLP March 12 , 2020 Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to me at (202) 551 -7951. You may also contact David Plattner , Special Counsel, at (202) 551 -8094 .
Sincerely,
/s/ Joshua Shainess
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March 12 , 2020
Via E -mail
Daniel P. Raglan , Esq.
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
Re: Potbelly Corporation
Soliciting M aterials filed pursuant to Rule 14a -12
File No. 001 -36104
Schedule 13D/A
File No. 005 -87909
Filed March 2, 2020 by Vann A. Avedisian Trust U/A 8/29/85 ; Intrinsic
Investment Holdings, LLC ; KGT Investments, LLC ; Bryant L. Keil ;
and Neil Luthra
Dear Mr. Raglan :
We have reviewed the above -captioned filing s and have the following comment.
Please respond to this letter by a mending the referenced filings and/or by providing the
requested information. After reviewin g any amendment to the filings and any informatio n
provided in response to th is comment , we may have additional comments.
If you do not believe our comment applies to your facts and circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.
1. Refer to row 2(b) of the respective cover pages in your amended Schedule 13D filed March
2, 2020. Notwithstanding the apparent decision by each of the reporting persons to disclaim
membership in a group, please provide us with a brief analysis as to wheth er or not the
parties constitut e a group within the meaning of Rule 13d -5(b) given the existence of a joint
filing agreement and a coordinated effort to engage in a solicitation subject to Regulation
14A. At a minimum, it appears as though the parties are acting as a group for the purpose of
holding the issuer’s equity securities .
* * *
Daniel P. Raglan, Esq.
Cadwalader, Wickersham & Taft LLP
March 12 , 2020
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to me at (202) 551 -7951. You may also contact David
Plattner , Special Counsel, at (202) 551 -8094 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions