SecProbe.io

March 26, 2020
Via E -mail

Daniel P. Raglan , Esq.
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281

Re: Potbelly Corporation
 PREC14A Preliminary Proxy Statement on Schedule 14A
Filed March 19, 2020 by Vann A. Avedisian Trust U/A 8/29/85 ; Intrinsic
 Investment Holdings, LLC ; KGT Investments, LLC ; The Khimji
 Foundation; Mahmood Khimji; Vann A. Avedisian; Bryant L. Keil ;
 Neil Luthra ; David J. Near; and T odd W. Smith
File No. 001 -36104

Dear Mr. Raglan :

We have reviewed the above -captioned  filing an d have the following comment s.

General

1. Please revise the statements that each of the Investors and each Nominee “may be deemed”
participants under applicabl e rules to remove the uncertainty.

Background to this Solicitation, page 2

2. Please  explain w hy the Investors determined not to include Mr. Keil as a nominee, and
decided to proceed with nominating three candidates  as opposed to four.

Reasons for the Solicitation, page 4

3. Each statement or assertion of opinion or belief must be clearly characterized as such, and a
reasonable factual basis must exist for each such op inion or belief.  Support for opinions or
beliefs should be self -evident, disclosed in the proxy statement, or provided to the staff on a
supplemental basis.  Accordingly, please disclose the basis for or data underlying  your
calculations that P otbelly has experienced a traffic decline in excess of 25%.

4. Please describe how your nominees  plan to effect the changes listed on pages 4 and 5, if
elected, given that they would constitute a minority of the board.

Daniel P. Raglan, Esq.
Cadwalader, Wickersham & Taft LLP
March 26, 2020
Page 2

 Solicitation of Proxies, page 21

5. We note the disclosure that states that proxies may be solicited by, among other mean s,
telegraph.  Please advise us as to whether the reference to telegraph is accurate, or delete it.

Incorporation by Reference, page 25

6. Please advise us as to when the participa nts anticipate distributing the  definitive proxy
statement.  Given that reliance on Rule  14a-5(c) is impermissible at any time before the
registrant distributes its proxy statement, the participants will accept all legal risk in
connection with distributing the initial definitive proxy statement without all required
disclosures , and should undertake to subsequently provide any omitted information in a
supplement in order to mitigate that risk.

Form of Proxy

7. Please present the front of the proxy card first and the reverse side of the card subsequently.

8. Please ensure that the proxy card makes it abundantly clear where write -in exceptions should
be written on the card.  To the extent a single line is being used  for write -ins, please ensure
that sufficient space exists for multiple names to be written in.

*    *    *

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 Couns el, at (202) 551 -8094 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions