PBPB director reports $17.12 per share merger consideration
Rhea-AI Filing Summary
Potbelly Corp (PBPB) director reported transactions tied to the closing of the merger with RaceTrac, Inc. Under the merger terms, each Potbelly common share was converted into the right to receive $17.12 per share in cash at the effective time.
The filing shows dispositions of common stock and cancellation of warrants in exchange for cash per the agreement. Reported post-transaction beneficial ownership for the listed holdings is 0 shares. Footnotes detail treatment of RSUs (vested converted to cash and unvested replaced with cash awards carrying prior vesting terms with “double-trigger” acceleration) and confirm warrants were cancelled for cash based on the $17.12 price minus any exercise price. The filing also corrects prior Form 3 counts for shares and warrants.
Positive
- None.
Negative
- None.
Insights
Administrative insider report reflecting cash-out merger terms.
This insider filing documents how Potbelly equity converted at $17.12 per share when the RaceTrac merger closed. Common shares were disposed for cash, and warrants were cancelled for cash based on the spread to $17.12.
Unvested RSUs were replaced with cash awards that retain vesting schedules, with double-trigger acceleration on certain terminations post-closing. The filing also corrects earlier Form 3 counts. This is a mechanical outcome of the merger rather than a new strategic development.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Warrants (right to buy) | 40,710 | $17.12 | $697K |
| Disposition | Common Stock | 96,930 | $17.12 | $1.66M |
| Disposition | Common Stock | 513,163 | $17.12 | $8.79M |
| Disposition | Common Stock | 101,585 | $17.12 | $1.74M |
Footnotes (1)
- 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'). 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 (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. The Form 3 inadvertently reported 513,263 shares of Common Stock. The correction is reflected here. 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. 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. 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. The Form 3 inadvertently reported 40,634 Warrants. The correction is reflected here.
