4//SEC Filing
Avedisian Vann A 4
Accession 0001587652-25-000004
CIK 0001195734other
Filed
Oct 26, 8:00 PM ET
Accepted
Oct 27, 9:18 PM ET
Size
14.4 KB
Accession
0001587652-25-000004
Insider Transaction Report
Form 4
POTBELLY CORPPBPB
Avedisian Vann A
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2025-10-23$17.12/sh−96,930$1,659,442→ 0 total - Disposition to Issuer
Common Stock
2025-10-23$17.12/sh−513,163$8,785,351→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2025-10-23$17.12/sh−101,585$1,739,135→ 0 total(indirect: By LLC) - Disposition to Issuer
Warrants (right to buy)
2025-10-23$17.12/sh−40,710$696,955→ 0 total(indirect: By LLC)→ Common Stock (40,710 underlying)
Footnotes (8)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2025 (the 'Merger Agreement'), by and among the Issuer, RaceTrac, Inc. ('Parent'), and Hero Sub Inc. ('Merger Sub'), Merger Sub merged with and into the Issuer (the 'Merger'), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the 'Effective Time'), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.01 per share ('Common Stock'), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $17.12 per share in cash, without interest thereon (but subject to applicable withholding) (the 'Per Share Price').
- [F2]Includes 16,113 unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, at the Effective Time, (A) each RSU that is outstanding and vested (but not yet settled) as of immediately prior to the Effective Time, taking into account any acceleration of vesting of any RSU that occurs upon the Effective Time (each, a "Vested RSU"), was automatically cancelled and converted into the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Per Share Price by (ii) the total number of shares of Common Stock subject to such RSU and (B) each outstanding RSU that was not a Vested RSU (each, an "Unvested RSU") was automatically cancelled and substituted into the contingent right to receive an aggregate amount (without interest) in cash (a "Substituted RSU Cash Award") equal to the product obtained by multiplying (i) the Per Share Price by (ii) the total number of shares
- [F3](continued from footnote 2) of Common Stock subject to such RSU. Each such Substituted RSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the corresponding Unvested RSU immediately prior to the Effective Time, except that each such Substituted RSU Cash Award will be afforded 'double-trigger' accelerated vesting upon the applicable holder's termination without cause or resignation for good reason, in each case, that occurs during a post-closing period.
- [F4]The Form 3 inadvertently reported 513,263 shares of Common Stock. The correction is reflected here.
- [F5]The securities are held by the Vann A. Avedisian Trust (the 'VAA Trust'). Mr. Avedisian is the beneficiary of the VAA Trust and may be considered to have beneficial ownership of the VAA Trust's interests in the Issuer. Mr. Avedisian disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
- [F6]The securities are held by Intrinsic Investment Holdings, LLC ("Intrinsic") and Mr. Avedisian is the Managing Director of Intrinsic. Mr. Avedisian disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
- [F7]Pursuant to the Merger Agreement, at the Effective Time, (a) each of the Issuer's outstanding warrants to purchase shares of Common Stock (the "Warrants") outstanding and unexercised as of immediately prior to the Effective Time, was automatically cancelled and converted into and became the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the total number of shares of Common Stock underlying such Warrant by (ii) the excess, if any, of the Per Share Price over the exercise price of such Warrant, less applicable taxes required to be withheld with respect to such payment (the "Warrant Consideration"), and (b) the holder of such Warrant, in lieu of shares of Common Stock immediately purchasable and receivable upon the exercise of such Warrant, is entitled only to receive the Warrant Consideration in respect of such Warrant and has no other rights pursuant to such holder's ownership.
- [F8]The Form 3 inadvertently reported 40,634 Warrants. The correction is reflected here.
Documents
Issuer
POTBELLY CORP
CIK 0001195734
Entity typeother
Related Parties
1- filerCIK 0001587652
Filing Metadata
- Form type
- 4
- Filed
- Oct 26, 8:00 PM ET
- Accepted
- Oct 27, 9:18 PM ET
- Size
- 14.4 KB