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: Avedisian Vann A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	500000	—	Acquired	830192	Indirect
2013-10-09	Common Stock	C	142892	—	Acquired	973084	Indirect
2013-10-09	Common Stock	C	109270	—	Acquired	1082354	Indirect
2013-10-09	Common Stock	C	161288	—	Acquired	1243642	Indirect
2013-10-09	Common Stock	C	280879	—	Acquired	1524521	Indirect
2013-10-09	Common Stock	C	82927	—	Acquired	1607448	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series A Preferred Stock	$0	C	500000	Disposed		Common Stock (500000)	Indirect
2013-10-09	Series B Preferred Stock	$0	C	142892	Disposed		Common Stock (142892)	Indirect
2013-10-09	Series C Preferred Stock	$0	C	108336	Disposed		Common Stock (109270)	Indirect
2013-10-09	Series D Preferred Stock	$0	C	157083	Disposed		Common Stock (161288)	Indirect
2013-10-09	Series E Preferred Stock	$0	C	271429	Disposed		Common Stock (280879)	Indirect
2013-10-09	Series F Preferred Stock	$0	C	82927	Disposed		Common Stock (82927)	Indirect

Footnotes

F1: 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.

F2: Includes shares held by Oxford Blackpoint Venture Partners VII, LLC ("Oxford Blackpoint") and Concorde Holdings IX, LLC ("Concorde"). Oxford Blackpoint is an investment fund managed by Oxford Capital Partners, Inc. ("Oxford Capital"). Mr. Avedisian is co-owner of Oxford Capital and the sole owner of Concorde. Accordingly, Mr. Avedisian may be deemed to share power to vote and dispose of shares owned directly by such entities. Mr. Avedisian disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: 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.

F4: 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.

F5: 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.

F6: Includes shares held by Oxford Blackpoint and Concorde. See Footnote 2.

F7: 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.

F8: 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.