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SEC Comment Letter for POTBELLY CORP (PBPB) (CIK 0001195734) — May 16, 2024

POTBELLY CORP (PBPB) (CIK 0001195734)
Date: May 16, 2024 · CIK: 0001195734 · Accession: 0000000000-24-005649

Regulatory Compliance Financial Reporting Offering / Registration Process

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File numbers found in text: 333-279213

Date
May 16, 2024
Author
Robert Wright
Form
UPLOAD
Company
POTBELLY CORP (PBPB) (CIK 0001195734)

Letter

United States securities and exchange commission logo May 16, 2024 Robert Wright President and Chief Executive Officer Potbelly Corporation 111 N. Canal Street, Suite 325 Chicago, Illinois 60606 Re:Potbelly Corporation Registration Statement on Form S-3 Filed May 8, 2024 File No. 333-279213 Dear Robert Wright: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Alyssa Wall at 202-551-8106 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Flora Perez

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United States securities and exchange commission logo
May 16, 2024
Robert Wright
President and Chief Executive Officer
Potbelly Corporation
111 N. Canal Street, Suite 325
Chicago, Illinois 60606
Re:Potbelly Corporation
Registration Statement on Form S-3
Filed May 8, 2024
File No. 333-279213
Dear Robert Wright:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Flora Perez