UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 001-36104
POTBELLY CORPORATION
(Exact name of registrant as specified in its charter)
500 W Madison St. Suite 1000
Chicago, IL 60661
(312) 951-0600
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Common Stock, $0.01 par value
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
| Rule 12g-4(a)(1) |
☒ | |
| Rule 12g-4(a)(2) |
☐ | |
| Rule 12h-3(b)(1)(i) |
☒ | |
| Rule 12h-3(b)(1)(ii) |
☐ | |
| Rule 15d-6 |
☐ | |
| Rule 15d-22(b) |
☐ |
Approximate number of holders of record as of the certification or notice date: One.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Potbelly Corporation has duly caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| Date: November 3, 2025 | ||||||
| POTBELLY CORPORATION | ||||||
| By: | /s/ Adiya Dixon |
|||||
| Name: | Adiya Dixon | |||||
| Title: | Senior Vice President, Chief Legal Officer, | |||||
| Chief Compliance Officer and Secretary | ||||||