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: BENCHMARK CAPITAL MANAGEMENT CO IV LLC (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV LP (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV A LP (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV-B LP (10% Owner)
Reporting Person: BENCHMARK CAPITAL PARTNERS IV LP (10% Owner)
Reporting Person: HARVEY KEVIN (10% Owner)
Reporting Person: SPURLOCK STEVEN M (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: KAGLE ROBERT (10% Owner)
Reporting Person: DUNLEVIE BRUCE (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	1000000	—	Acquired	1000000	Indirect
2013-10-09	Common Stock	C	404941	—	Acquired	1404941	Indirect
2013-10-09	Common Stock	C	149737	—	Acquired	1554678	Indirect
2013-10-09	Common Stock	C	18479	—	Acquired	1573157	Indirect
2013-10-09	Common Stock	C	25000	—	Acquired	1598157	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series B Preferred Stock	$0	C	1000000	Disposed		Common Stock (1000000)	Indirect
2013-10-09	Series C Preferred Stock	$0	C	401481	Disposed		Common Stock (404941)	Indirect
2013-10-09	Series D Preferred Stock	$0	C	145833	Disposed		Common Stock (149737)	Indirect
2013-10-09	Series E Preferred Stock	$0	C	17857	Disposed		Common Stock (18479)	Indirect
2013-10-09	Series F Preferred Stock	$0	C	25000	Disposed		Common Stock (25000)	Indirect

Footnotes

F1: The Series B 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.

F2: Represents shares held by Benchmark Capital Partners IV, L.P., as nominee for Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, L.P., Benchmark Founders' Fund IV-A, L.P., Benchmark Founders' Fund IV-B, L.P. and related individuals (collectively, the "Benchmark Funds"). Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV") is the general partner of Benchmark Capital Partners IV, L.P. and BCMC IV's managing members are Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle and Steven Spurlock. These individuals may be deemed to beneficially own the shares held by the Benchmark Funds. Each of these individuals disclaims beneficial ownership of such shares except to the extent of such individuals pecuniary interest therein.

F3: 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.

F4: 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.

F5: 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.

F6: 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.