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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36104 Delaware ( State or Other Jurisdiction of Incorporation ) 111 N. Canal Street , Suite 850 Chicago , Illinois ( Address of Principal Executive Offices ) POTBELLY CORPORATION ( Exact name of registrant as specified in its charter ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , $ 0.01 par value Registrant's Telephone Number , Including Area Code : ( 312 ) 951-0600 Trading Symbol ( s ) X PBPB 36-4466837 ( I.R.S. Employer Identification No. ) ☐ 60606 ( Zip Code ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined Rule 405 of the Securities Act . Yes No Xx Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No Name of each exchange on which registered The NASDAQ Stock Market LLC ( Nasdaq Global Select Market ) Indicate by check mark whether the registrant has submitted electronically , every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files . ) Yes X No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . DOCUMENTS INCORPORATED BY REFERENCE Accelerated filer Smaller reporting company Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Yes No Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No As of June 30th , 2020 , the last trading day of the registrant's most recently completed second fiscal quarter , the aggregate market value of the registrant's outstanding common equity held by non - affiliates was $ 55.9 million , based on the closing price of the registrant's common stock on such date as reported on the Nasdaq Global Select Market . For the purposes of this computation , shares held by directors and executive officers of the registrant have been excluded . Such exclusion is not intended , nor shall it be deemed , to be an admission that such persons are affiliates of the registrant . As of February 24 , 2021 , 27,951,077 shares of the registrant's common stock were outstanding . Portions of the registrant's definitive proxy statement for its 2021 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after the end of the year covered by this Annual Report are incorporated by reference into Part III of this Annual Report .