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SEC Company Response from POTBELLY CORP (PBPB) (CIK 0001195734) — Dec 8, 2021

POTBELLY CORP (PBPB) (CIK 0001195734)
Date: Dec. 8, 2021 · CIK: 0001195734 · Accession: 0001193125-21-350926

AI Filing Summary & Sentiment

File numbers found in text: 001-36104

Referenced dates: November 26, 2021

Date
December 8, 2021
Author
Chief Financial
Form
CORRESP
Company
POTBELLY CORP (PBPB) (CIK 0001195734)

Letter

Securities and Exchange Commission Division of Corporation Finance Form 10-K for the Fiscal Year Ended December 27, 2020 Filed March 12, 2021 File No. 001-36104

Re: Potbelly Corporation

Dear Messrs. Rhodes and Decker:

Potbelly Corporation (the “Company”), hereby responds to the comment provided by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated November 26, 2021 (the “Comment Letter”) regarding the Company’s Form 10-K for the fiscal year ended December 27, 2020 (the “2020 Form 10-K”). Set forth below in bold font is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the Company with respect thereto.

Form 10-K for the Fiscal Year Ended December 27,

Consolidated Financial Statements

Consolidated Statements of Operations, page 53

1. It appears from your disclosure on page 36 that cost of goods sold consists primarily of food, beverage, and packaging costs, and is not burdened with other direct and indirect costs of producing your food and beverages. If so, please retitle this line item accordingly to better reflect what it represents.

The Company acknowledges the Staff’s comment and confirms that the line item “costs of goods sold, excluding depreciation” on the Company’s financial statements consists primarily of food, beverage and packaging costs. In response to the Staff’s comment, in future filings, the Company will retitle this line item from “cost of goods sold, excluding depreciation” to “food, beverage and packaging costs.”

We hope that these responses adequately address the Staff’s concerns. If you have any further comments or concerns, please to contact me at (312) 837-1465.

Very truly yours,
/s/ Steven Cirulis

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 December 8, 2021

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
 Mr. Blaise Rhodes

Mr. Rufus Decker

Re:
 Potbelly Corporation

Form 10-K for the Fiscal Year Ended December 27, 2020

Filed March 12, 2021

 File No. 001-36104

 Dear Messrs. Rhodes and Decker:

Potbelly Corporation (the “Company”), hereby responds to the comment provided by the Staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) in its letter dated November 26, 2021 (the “Comment Letter”) regarding the Company’s Form 10-K for the
fiscal year ended December 27, 2020 (the “2020 Form 10-K”). Set forth below in bold font is the comment of the Staff contained in the Comment Letter and immediately below the comment is
the response of the Company with respect thereto.

 Form 10-K for the Fiscal Year Ended December 27,
2020

 Consolidated Financial Statements

Consolidated Statements of Operations, page 53

1.
 It appears from your disclosure on page 36 that cost of goods sold consists primarily of food, beverage, and
packaging costs, and is not burdened with other direct and indirect costs of producing your food and beverages. If so, please retitle this line item accordingly to better reflect what it represents.

The Company acknowledges the Staff’s comment and confirms that the line item “costs of goods sold, excluding depreciation” on
the Company’s financial statements consists primarily of food, beverage and packaging costs. In response to the Staff’s comment, in future filings, the Company will retitle this line item from “cost of goods sold, excluding
depreciation” to “food, beverage and packaging costs.”

 We hope that these responses adequately address the Staff’s
concerns. If you have any further comments or concerns, please to contact me at (312) 837-1465.

Very truly yours,

 /s/ Steven Cirulis

 Steven Cirulis

 Chief Financial
Officer