POTBELLY CORP — Director's Dealing 2013

Oct 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2013-10-09

Reporting Person: Maveron Equity Partners 2000, L.P. (10% Owner)
Reporting Person: Maveron Equity Partners 2000-B, L.P. (10% Owner)
Reporting Person: MEP 2000 Associates LLC (10% Owner)
Reporting Person: Maveron Equity Partners III, L.P. (10% Owner)
Reporting Person: Maveron III Entrepreneurs Fund, L.P. (10% Owner)
Reporting Person: Maveron General Partner 2000 LLC (10% Owner)
Reporting Person: Maveron LLC (10% Owner)
Reporting Person: MEP Associates III, L.P. (10% Owner)
Reporting Person: Maveron General Partner III LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	2272727	—	Acquired	2646748	Direct
2013-10-09	Common Stock	C	649512	—	Acquired	3296260	Direct
2013-10-09	Common Stock	C	529445	—	Acquired	3825705	Direct
2013-10-09	Common Stock	C	457161	—	Acquired	4282866	Direct
2013-10-09	Common Stock	C	813073	—	Acquired	5095939	Direct
2013-10-09	Common Stock	C	714992	—	Acquired	5810931	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series A Preferred Stock	$0	C	2272727	Disposed		Common Stock (2272727)	Direct
2013-10-09	Series B Preferred Stock	$0	C	649512	Disposed		Common Stock (649512)	Direct
2013-10-09	Series C Preferred Stock	$0	C	524921	Disposed		Common Stock (529445)	Direct
2013-10-09	Series D Preferred Stock	$0	C	445242	Disposed		Common Stock (457161)	Direct
2013-10-09	Series E Preferred Stock	$0	C	785715	Disposed		Common Stock (813073)	Direct
2013-10-09	Series F Preferred Stock	$0	C	614992	Disposed		Common Stock (614992)	Direct
2013-10-09	Series F Preferred Stock	$0	C	100000	Disposed		Common Stock (100000)	Direct

Footnotes

F1: Includes shares held by Maveron 2000, Maveron 2000-B and MEP 2000 (each as defined below). See Footnotes 3 and 4.

F2: The Series A Preferred Stock automatically converted into Potbelly Corporation ("Potbelly") common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F3: Includes shares held by Maveron Equity Partners 2000, L.P. ("Maveron 2000"), Maveron Equity Partners 2000-B, L.P. ("Maveron 2000-B"), MEP 2000 Associates LLC ("MEP 2000"), Maveron Equity Partners III, L.P. ("MEP III"), Maveron III Entrepreneurs' Fund, L.P. ("Maveron-Entrepreneurs'") and MEP Associates III, L.P. ("Maveron-Associates"). Maveron General Partner 2000 LLC ("Maveron GP"), as the general partner of each of Maveron 2000 and Maveron 2000-B, may be deemed to beneficially own certain of these shares. Maveron LLC, as the manager of MEP 2000, may be deemed to beneficially own certain of these shares. (continued on Footnote 4)

F4: Maveron General Partner III LLC ("Maveron GP III"), as the general partner of each of MEP III, Maveron-Entrepreneurs' and Maveron-Associates, may be deemed to beneficially own certain of these shares. Each of Maveron GP, Maveron LLC and Maveron GP III disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.

F5: The Series B Preferred Stock automatically converted into Potbelly common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F6: The Series C Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0086 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F7: The Series D Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0268 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F8: Includes shares held by Maveron 2000, Maveron 2000-B, MEP 2000, MEP III, Maveron-Entrepreneurs' and Maveron-Associates. See Footnotes 3 and 4.

F9: The Series E Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0348 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F10: Includes shares help by MEP III, Maveron-Entrepreneurs' and Maveron-Associates. See Footnotes 3 and 4.

F11: The Series F Preferred Stock automatically converted into Potbelly common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.